Accentia Biopharmaceuticals Inc Sample Contracts

Accentia Biopharmaceuticals Inc – STANDSTILL AGREEMENT (December 26th, 2012)

THIS STANDSTILL AGREEMENT (the “Agreement”) is made and entered into effective as of November 17, 2012, by and among (i) BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”); (ii) CORPS REAL, LLC, an Illinois limited liability company (the “Senior Lender”); (iii) PSOURCE STRUCTURED DEBT LIMITED, a Guernsey limited liability company (“PSource”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), VALENS OFFSHORE SPV I, LTD., a Delaware limited liability company (“Valens Offshore I”), VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore II”), LAURUS MASTER FUND, LTD. (IN LIQUIDATION), a Cayman Islands company (“Laurus”), and ERATO CORP., a Delaware corporation (“Erato” and together with PSource, Valens U.S., Valens Offshore I, Valens Offshore II, and Laurus, collectively, the “Lenders”); and (iv) LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “A

Accentia Biopharmaceuticals Inc – AMENDED & RESTATED SECURITY AGREEMENT (December 26th, 2012)

THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 13th day of June, 2011, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of CORPS REAL, LLC, an Illinois limited liability company (the “Secured Party”).

Accentia Biopharmaceuticals Inc – AMENDED & RESTATED SECURITY AGREEMENT (December 26th, 2012)

THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 1st day of June, 2012, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of PABETI, INC., an Illinois limited liability company (the “Secured Party”).

Accentia Biopharmaceuticals Inc – AMENDED & RESTATED COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC. (December 26th, 2012)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CORPS REAL, LLC. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date (the “Initial Exercise Date”) and ending on the close of business on June 13, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to 5,882,353 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Accentia Biopharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC. (December 26th, 2012)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CORPS REAL, LLC. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date (the “Initial Exercise Date”) and ending on the close of business on October 9, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to 5,500,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Accentia Biopharmaceuticals Inc – SECURITY AGREEMENT (December 26th, 2012)

THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 20th day of December, 2012, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of PABETI, INC., an Illinois limited liability company (the “Secured Party”).

Accentia Biopharmaceuticals Inc – SECURED PROMISSORY NOTE (December 26th, 2012)

FOR VALUE RECEIVED, the undersigned, ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), with a mailing address of 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606, hereby promises to pay to the order of Pabeti, Inc., an Illinois limited liability company (the “Lender”), with a mailing address of 1602 W. Kimmel Street, Marion, Illinois 62929, the maximum principal amount of One-Hundred Twenty-Five Thousand Dollars ($125,000), together with interest on the unpaid Principal Amount (as defined below) outstanding from time to time at the rate or rates hereafter specified and any and all other sums which may be owing to the Lender by the Borrower hereunder.

Accentia Biopharmaceuticals Inc – Accentia Biopharmaceuticals, Inc. (“Accentia”) has three direct and indirect subsidiaries: (June 27th, 2012)
Accentia Biopharmaceuticals Inc – SUBSCRIPTION AGREEMENT (June 21st, 2012)

THIS SUBSCRIPTION AGREEMENT is made and effective as of June     , 2012 (the “Effective Date”) by and between Accentia Biopharmaceuticals, Inc., a Florida corporation with a place of business located at 324 South Hyde Park Avenue, Suite 350, Tampa, FL 33606 (the “Company” or “Accentia”), and                     , with an address of                      (“Subscriber”), as follows:

Accentia Biopharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC. (June 21st, 2012)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                      (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date and ending on the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to              shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Accentia Biopharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC. (June 7th, 2012)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PABETI, INC. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date (the “Initial Exercise Date”) and ending on the close of business on June 1, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to three million shares (3,000,000) (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).

Accentia Biopharmaceuticals Inc – SECURITY AGREEMENT (June 7th, 2012)

THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 1st day of June, 2012, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of PABETI, INC., an Illinois limited liability company (the “Secured Party”).

Accentia Biopharmaceuticals Inc – Contract (June 7th, 2012)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Accentia Biopharmaceuticals Inc – AMENDMENT No. 1 To Plan Convertible Promissory Note (June 7th, 2012)

This Amendment No. 1 to Plan Convertible Promissory Note dated November 17, 2010 (hereinafter, the “Note”) effective as of June 6, 2012 (“Effective Date”) by and between Accentia Biopharmaceuticals, Inc., a Florida corporation having an address at 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606 (hereinafter “Accentia”), and Dennis Ryll, an individual with an address at 2595 Red Springs Drive, Las Vegas, Nevada 89135 (hereinafter “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Note.

Accentia Biopharmaceuticals Inc – LV ADMINISTRATIVE SERVICES, INC. as Administrative and Collateral Agent (May 15th, 2012)

Reference is made to: (a) that certain Term Loan & Security Agreement dated as of November 17, 2010 (as amended, supplemented, restated or modified from time to time, the “Term Loan & Security Agreement”) by and between LV Administrative Services, Inc. (“LV”) as Agent for and on behalf of each of Laurus Master Fund, Ltd. (in liquidation) (“Laurus”), Erato Corporation (“Erato”), Valens Offshore SPV I, Ltd. (“VOF”), Valens Offshore SPV II, Corp. (“VOF2”), Valens U.S. SPV I, LLC. (“VUS”), PSource Structured Debt Limited (“PSD”) and the other creditor parties named therein from time to time (Laurus, Erato, VOF, VOF2, VUS, PSD and such other creditor parties, collectively, the “Lenders”) and Biovest International, Inc. (“Biovest”); (b) Secured Term Notes A and B (the “Term Notes”) issued on or about November 17, 2010 to the Lenders; and (c) the Ancillary Agreements (as defined in the Term Loan & Security Agreement). Capitalized terms used but not defined herein shall have the meanings ascri

Accentia Biopharmaceuticals Inc – Accentia Biopharmaceuticals, Inc. (“Accentia”) has three direct and indirect subsidiaries: (March 15th, 2012)
Accentia Biopharmaceuticals Inc – Accentia Biopharmaceuticals, Inc. (“Accentia”) has three direct and indirect subsidiaries: (March 15th, 2012)
Accentia Biopharmaceuticals Inc – Accentia Biopharmaceuticals, Inc. (“Accentia”) has three direct and indirect subsidiaries: (February 3rd, 2012)
Accentia Biopharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC. (February 2nd, 2012)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, REF HOLDINGS, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date and ending on the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to FIVE HUNDRED EIGHTY-SIX THOUSAND FIVE HUNDRED ELEVEN [586,511] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Accentia Biopharmaceuticals Inc – SUBSCRIPTION AGREEMENT (February 2nd, 2012)

THIS SUBSCRIPTION AGREEMENT is made and effective as of January 27, 2012 (the “Effective Date”) by and between Accentia Biopharmaceuticals, Inc., a Florida corporation with a place of business located at 324 South Hyde Park Avenue, Suite 350, Tampa, FL 33606 (the “Company” or “Accentia”), and REF HOLDINGS, LLC, with an address of 801 North 500 West, Suite 200, Bountiful, UT 84010 (“Subscriber”), as follows:

Accentia Biopharmaceuticals Inc – LOAN PREPAYMENT, MODIFICATION AND SECURITY TERMINATION AGREEMENT (Accentia Biopharmaceuticals, Inc.) (December 19th, 2011)

THIS LOAN PREPAYMENT, MODIFICATION AND SECURITY TERMINATION AGREEMENT (this “Agreement”) is made as of December 15, 2011, by and among LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent for the Lenders (“LV”), the LENDERS who are signatories hereto (the “Lenders”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).

Accentia Biopharmaceuticals Inc – Private & Confidential 31st of October 2011 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (December 19th, 2011)
Accentia Biopharmaceuticals Inc – LOAN SECURITY TERMINATION AGREEMENT (Biovest International, Inc.) (December 19th, 2011)

THIS LOAN SECURITY TERMINATION AGREEMENT (this “Agreement”) is made as of December 15, 2011, by and among LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent for the Lenders (“LV”), the LENDERS who are signatories hereto (the “Lenders”), and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”).

Accentia Biopharmaceuticals Inc – ROYALTY TERMINATION AGREEMENT (December 19th, 2011)

THIS ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).

Accentia Biopharmaceuticals Inc – Contract (December 19th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – Contract (December 19th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – STOCK PLEDGE AGREEMENT (December 19th, 2011)

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, is made and entered into by and between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Pledgor”), and McKESSON CORPORATION, a Delaware corporation (the “Secured Party”), pursuant to the terms of the Accentia Plan (as defined below), based on the following additional facts and understandings:

Accentia Biopharmaceuticals Inc – LV ADMINISTRATIVE SERVICES, INC. as Administrative and Collateral Agent (December 19th, 2011)

Reference is made to (a) that certain Term Loan & Security Agreement dated as of November 17, 2010 (as amended, supplemented, restated or modified from time to time, the “Term Loan & Security Agreement”) by and between LV Administrative Services, Inc. (“LV”) as Agent for and on behalf of each of the creditor parties named therein (the “Lenders”) and Accentia Biopharmaceuticals, Inc. (“Accentia”); and (b) the Ancillary Agreements (as defined in the Term Loan & Security Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Term Loan & Security Agreement or the Ancillary Agreements, as applicable.

Accentia Biopharmaceuticals Inc – Contract (December 19th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – Contract (December 19th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – Contract (December 19th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – STOCK PLEDGE AGREEMENT (August 12th, 2011)

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, is made and entered into by and between ACCENTIA BIOPHARMACEUTICALS, INC., a corporation duly organized and existing under the laws of the State of Florida (the “Pledgor”), and DENNIS RYLL, an individual (the “Secured Party”).

Accentia Biopharmaceuticals Inc – Contract (August 12th, 2011)

THIS NOTE IS EXECUTED AND DELIVERED AS PART OF THE CONFIRMED FIRST AMENDED JOINT PLAN OF REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC., ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC., ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC., AS MODIFIED, IN THE JOINTLY ADMINISTERED CHAPTER 11 CASE STYLED IN RE: ACCENTIA BIOPHARMACEUTICALS, INC., CASE NO. 8:08-BK-17795-KRM, IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND IS, THEREFORE, EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO 11 U.S.C. §1146(a).

Accentia Biopharmaceuticals Inc – SECURITY AGREEMENT (June 14th, 2011)

THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 13th day of June, 2011, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of CORPS REAL, LLC, an Illinois limited liability company (the “Secured Party”).

Accentia Biopharmaceuticals Inc – ESCROW AGREEMENT (June 14th, 2011)

ESCROW AGREEMENT dated as of this 13th day of June 2011, by and among ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Company”), CORPS REAL, LLC, an Illinois limited liability company (“Secured Party”), and ROCKE, MCLEAN & SBAR, P.A. (the “Agent”).