REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2008 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2008 (this “Agreement”), is by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), and CD FINANCIAL, LLC, a Florida limited liability company (“Investor”). The Company has agreed, on the terms and subject to the conditions set forth in the Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), between the Company and Investor, to issue and sell to Investor shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”), which are convertible into shares of the Company’s common stock, par value $.002 per share (“Common Stock”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2008 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of February 21, 2008 (this “Agreement”), is by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
SECURITY AGREEMENTSecurity Agreement • February 22nd, 2008 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT, dated as of February 21, 2008 (this “Agreement”), is by and among Integrated BioPharma, Inc., a Delaware corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries” and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of Imperium Master Fund, Ltd. (“Imperium” and collectively with its successors and permitted assigns, the “Holders”), as holder of the 8% Senior Secured Note (as amended, restated, modified or supplemented from time to time, the “Note”) issued by the Company as of the date hereof, pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Securities Purchase Agreement”), by and between the Company and Imperium. The Holders and the Colla
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 22nd, 2008 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS SUBSIDIARY GUARANTEE, dated as of February 21, 2008 (this “Guarantee”), is by and among each of the undersigned subsidiaries (together with any other entity that may become an additional guarantor hereunder, the “Guarantors”) of Integrated BioPharma, Inc., a Delaware corporation (the “Company”), and CD Financial, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of CD Financial, LLC (“Investor” and collectively with their permitted successors and assigns, the “Holders”) of the 9.5% Convertible Senior Secured Note (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) issued as of the date hereof, pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and between the Company and Investor. Capitalized terms used herein and not otherwise defined shall have the resp
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 22nd, 2008 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS INTERCREDITOR AGREEMENT, dated as of February 21, 2008 (this “Agreement”), is by and between CD Financial, LLC (“CDS”) and Imperium Master Fund, Ltd. (“Imperium Master Fund”).
