SECURITY AGREEMENTSecurity Agreement • February 19th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Texas
This SECURITY AGREEMENT, dated as of February 13, 2008 (as the same may from time to time be amended, supplemented or otherwise modified, this “Security Agreement”), by and between the individuals and entities set forth on the signature pages hereto (the “Secured Party”) and Auriga Laboratories, Inc., a Delaware corporation and all of the subsidiaries of the Company (collectively, the “Debtor”).
AURIGA LABORATORIES, INC. SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENTSenior Secured Note and Warrant • February 19th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Texas
This Senior Secured Note and Warrant Purchase Agreement (the “Agreement”) is made as of the 13th day of February, 2008, by and between Auriga Laboratories, Inc., a Delaware corporation (the “Company”), and Prospector Capital Partners, LLC, a Delaware limited liability company (the “Purchaser”).
ContractAuriga Laboratories, Inc. • February 19th, 2008 • Pharmaceutical preparations • Texas
THIS HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ROYALTY PARTICIPATION AGREEMENTRoyalty participation Agreement • February 19th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Texas
This Royalty Participation Agreement (the “Royalty Agreement”) is entered into by and between Auriga Laboratories, Inc., a Delaware corporation, located at 5284 Adolfo Road Camarillo, California 93012, and each of its subsidiaries (collectively, the “Company”) and Prospector Capital Partners, LLC, a Delaware limited liability company, located at 3112 Windsor Road, Suite A-137, Austin, Texas 78703 (the “Investor”).
