EXHIBIT 10.76
ADDITIONAL FUNDING AGREEMENT
This Agreement (this "AGREEMENT") is dated as of May 13, 2003, by and
among Viragen, Inc. (the "COMPANY") and Bristol Investment Fund, Ltd. (the
"PURCHASER").
WHEREAS, the Company and certain other purchasers are parties to that
certain Securities Purchase Agreement dated as of April 16, 2003 (the "PURCHASE
AGREEMENT");
WHEREAS, defined terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement; and
WHEREAS, subject to the terms and conditions set forth in this
Agreement and the Purchase Agreement, the Company desires to issue and sell to
the Purchaser, and the Purchaser desires to purchase from the Company, $500,000
principal amount of Debentures and Warrants to purchase up to, in the aggregate,
4,166,667 shares of Common Stock, as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers hereto
agree as follows:
1. INVESTMENT. Within two (2) Trading Days from the date hereof, the
Purchaser shall deliver to the Company via wire transfer the amount set forth on
the signature pages hereto and labeled as the subscription amount, and the
Company shall deliver to the Purchaser Debentures with a principal amount equal
to the amount set forth on the signature pages hereto and labeled as the
principal amount otherwise in accordance with Section 2.2(a)(i) of the Purchase
Agreement, and Warrants in accordance with Section 2.2(a)(ii) of the Purchase
Agreement, except that for purposes of calculating the number of Warrants, the
average of the 5 Closing Bid Prices prior to the Closing of the Purchase
Agreement on April 23, 2003, $0.06, shall be used to determine the number of
Warrant Shares issuable pursuant to the Warrants.
2. DOCUMENTS. The rights and obligations of the Purchaser and of the
Company with respect to the Debentures, the Warrants and the shares of Common
Stock issuable thereunder (the "UNDERLYING SHARES") shall be identical in all
respects to the rights and obligations of the purchasers and of the Company with
respect to the Debentures, the Warrants and the Underlying Shares issued
pursuant to the Purchase Agreement. For purposes of determining any rights or
obligations of either party, the April 23, 2003 shall be deemed the Closing Date
of this transaction. Any rights of the Purchaser or covenants of the Company
which are dependant on the Purchaser holding securities of the Company or which
are determined in magnitude by such Purchaser's purchase of securities pursuant
to the Purchase Agreement shall be deemed to include any securities purchased or
issuable hereunder. The Purchase Agreement is hereby amended to the extent that
the term "Debentures" includes the Debentures issued hereunder, "Warrants"
includes the warrants issued hereunder and "Underlying Shares" includes the
Underlying Shares. Additionally, the Registration Rights Agreement is hereby
amended to the extent that the term "Registrable Securities" includes in the
calculation thereof the Underlying Shares and "Warrants" includes the warrants
issued hereunder.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth
under the corresponding section of the disclosure schedules attached to the
Purchase Agreement, if any, all representations and warranties of the Company
contained in Section 3.1 of the Purchase Agreement were true and correct as of
April 18, 2003, and remain true and correct as of the date hereof, as though
made at and as of the date hereof. The Company has performed all of the
covenants of the Company contained in the Purchase Agreement to be performed by
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the Company through the date hereof. The Company shall, by the business day
following the date of this Agreement, issue a press release reasonably
acceptable to the Purchasers disclosing all material terms of the transactions
contemplated hereby otherwise in compliance with Section 4.8 of the Purchase
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. the Purchaser
hereby represents and warrants, severally and not jointly with the other
purchasers to the Purchase Agreement, to the Company that the representations
and warranties listed in Section 3.2 of the Purchase Agreement are true and
correct with respect to the Purchaser as of the date hereof.
5. INCORPORATION BY REFERENCE. Except as set forth in this Agreement,
each of the Purchase Agreement, the Registration Rights Agreement and all other
exhibits attached thereto are hereby incorporated by reference and made a part
hereof. Execution of the signature page to this Agreement shall constitute the
execution of each of the Purchase Agreement, the Registration Rights Agreement
and all exhibits thereto, and the Purchaser and the Company shall be bound to
their terms and conditions as set forth in this Agreement. Except as
specifically amended by the terms of this Agreement, the Purchase Agreement and
all exhibits attached thereto shall remain unmodified and in full force and
effect, and shall not be in any way changed, modified or superseded by the terms
set forth herein.
6. CONSENT TO AGREEMENT. Each purchaser to the Purchase Agreement, for
itself and no other purchaser, consents to the issuance of the Common Stock and
Warrants pursuant to this Agreement.
7. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
8. AMENDMENT AND WAIVER. Except as specifically amended by the terms of
this Agreement, the Purchase Agreement and its exhibits shall remain unmodified
and in full force and effect, and shall not be in any way changed, modified or
superseded by the terms set forth herein. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated, except by a written
instrument signed by all the parties hereto.
9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart. Execution of this amendment may be
made by delivery by facsimile.
10. NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.
VIRAGEN, INC.
By: /s/ XXXXXX X. XXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Exec. VP/CFO
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASERS FOLLOWS]
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[PURCHASER FUNDING SIGNATURE PAGE]
BRISTOL INVESTMENT FUND, LTD. ADDRESS FOR NOTICE:
x/x Xxxxxxx XXX, LLC
0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
By: /s/ XXXX XXXXXXX Attn: Xxx Xxxx, Esq.
------------------------------- Fax: (000) 000-0000
Name: Xxxx Xxxxxxx
Title: Director
Subscription Amount: $440,465
Principal Amount: $500,000
Warrant Shares: 4,166,667
AS TO SECTION 6 ONLY:
PALISADES EQUITY FUND L.P.
By: /s/ XXXX X. XXXXXXX XX.
-------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: General Partner
CRESCENT INTERNATIONAL LTD.
By: /s/ MAXI BREZZI
-------------------------------
Name: Maxi Brezzi
Title: Authorized Sinatory
ALPHA CAPITAL AG
By: /s/ XXXXXX XXXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director
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