INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 13, 2009 by and between IGI Laboratories, Inc., a Delaware corporation (the “Company”), and Joyce Erony (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”) dated as of March 13, 2009, is made by and among IGI Laboratories, Inc., a Delaware corporation (the “Company”), the purchasers set forth on Schedule A hereto (each an “Investor” and collectively, the “Investors”), and the placement agent set forth on Schedule B hereto (the “Agent”).
VOTING AGREEMENTVoting Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (the “Agreement”) dated as of March 13, 2009, is made by and among IGI Laboratories, Inc., a Delaware corporation (the “Company”), Signet Healthcare Partners, G.P., a Delaware general partnership (“Signet”), and the stockholders of the Company set forth on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of March 13, 2009 (this “IP Security Agreement”), is made by and among IGI LABORATORIES, INC., a Delaware corporation (“IGI”), IMMUNOGENETICS, INC., a Delaware corporation (“Subsidiary”, each of IGI and Subsidiary, a “Grantor” and collectively, the “Grantors”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made on March 13, 2009 by and between IGI Laboratories, Inc. (f/k/a IGI, Inc.), a Delaware corporation with an address of 105 Lincoln Avenue, Buena, New Jersey 08310 (“Borrower”), and Pinnacle Mountain Partners, LLC, a New Hampshire limited liability company with an address of 206 Pinnacle Road, Lyndeborough, New Hampshire, 03082 (together with its successors and assigns, “Lender”).
GUARANTY AGREEMENTGuaranty Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS GUARANTY dated as of March 13, 2009 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), is made by Immunogenetics, Inc., a Delaware corporation, having an office at 105 Lincoln Avenue, Buena, New Jersey 08310 (“Guarantor”), in favor of the parties listed on Schedule A hereto (each, a “Lender” and collectively, the “Lenders”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of March, 2009, by and among (i) Life Sciences Opportunities Fund II, L.P., a Delaware limited partnership (“Fund”) and Life Sciences Opportunities Fund (Institutional) II, L.P., a Delaware limited partnership (“Institutional” and together with Fund, the “Life Sciences Lenders”), (ii) Pinnacle Mountain Partners LLC, a New Hampshire limited liability company (“Pinnacle”), and (iii) IGI Laboratories, Inc., a Delaware corporation (“Borrower”).
THIRD AMENDED AND RESTATED REVOLVING NOTEIgi Inc • March 19th, 2009 • Biological products, (no disgnostic substances)
This Note is a revolving note and, subject to the foregoing and in accordance with the provisions hereof and of any and all other agreements between Borrower and Lender related hereto, Borrower may, at its option, borrow and reborrow repeatedly hereunder at any time prior to July 31, 2009; provided, however, that in any event the principal balance outstanding hereunder shall at no time exceed the face amount of this Note. Subject to the forgoing, Borrower may, at its option, pay and prepay repeatedly hereunder at any time prior to July 31, 2011. Notwithstanding the foregoing, this Note may be extended beyond the terms set forth herein by the written agreement of the parties. This Note shall continue in full force and effect until all obligations and liabilities evidenced by this Note are paid in full and Lender is no longer obligated to extend financial obligations to Borrower, even if, from time to time, there are no amounts outstanding with respect to this Note.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is entered into as of March 13, 2009, by and among IGI Laboratories, Inc. (f/k/a IGI, Inc.), a Delaware corporation (the “Company”) and Pinnacle Mountain Partners, LLC, a New Hampshire limited liability company (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of March 13, 2009, is made by and among IGI Laboratories, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule A hereto (each an “Investor” and, collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • March 19th, 2009 • Igi Inc • Biological products, (no disgnostic substances) • Delaware
THIS SECURITY AGREEMENT dated as of March 13, 2009 (“Security Agreement”), is made by and among IGI LABORATORIES, INC., a Delaware corporation (“IGI”), IMMUNOGENETICS, INC., a Delaware corporation (“Subsidiary”, each of IGI and Subsidiary, a “Grantor” and collectively, the “Grantors”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).
