Attached files

file filename
10-Q - FORM 10-Q - ACCENTIA BIOPHARMACEUTICALS INCd10q.htm
EX-10.5 - SECURED TERM NOTE BETWEEN ACCENTIA AND VALENS OFFSHORE SPV II - ACCENTIA BIOPHARMACEUTICALS INCdex105.htm
EX-10.2 - TERM LOAN AND SECURITY AGMT - ACCENTIA BIOPHARMACEUTICALS INCdex102.htm
EX-10.4 - SECURED TERM NOTE BETWEEN ACCENTIA AND PSOURCE - ACCENTIA BIOPHARMACEUTICALS INCdex104.htm
EX-10.3 - SECURED TERM NOTE BETWEEN ACCENTIA AND ERATO - ACCENTIA BIOPHARMACEUTICALS INCdex103.htm
EX-10.7 - WARRANT TERMINATION AGMT BETWEEN ACCENITA AND LAURUS - ACCENTIA BIOPHARMACEUTICALS INCdex107.htm
EX-10.6 - SECURED TERM NOTE BETWEEN ACCENTIA AND VALENS US - ACCENTIA BIOPHARMACEUTICALS INCdex106.htm
EX-10.12 - STOCK PLEDGE AGREEMENT BETWEEN ACCENTIA AND LV ADMINISTRATIVE - ACCENTIA BIOPHARMACEUTICALS INCdex1012.htm
EX-10.24 - FORM OF CONVERTIBLE DEBENTURE (CLASS 9) - ACCENTIA BIOPHARMACEUTICALS INCdex1024.htm
EX-10.16 - FORM OF 8.5% SECURED CONVERTIBLE DEBENTURE - ACCENTIA BIOPHARMACEUTICALS INCdex1016.htm
EX-10.17 - FORM OF COMMON STOCK PURCHASE WARRANT - ACCENTIA BIOPHARMACEUTICALS INCdex1017.htm
EX-10.13 - SECURITY AGMT - ACCENTIA BIOPHARMACEUTICALS INCdex1013.htm
EX-10.22 - FORM OF SECURITY AGMT (CLASS 6) - ACCENTIA BIOPHARMACEUTICALS INCdex1022.htm
EX-10.20 - FORM OF 8.5% SECURED DEBENTURE - ACCENTIA BIOPHARMACEUTICALS INCdex1020.htm
EX-10.23 - FORM OF SUBSIDIARY GUARANTEE (CLASS 6) - ACCENTIA BIOPHARMACEUTICALS INCdex1023.htm
EX-10.11 - STOCK PLEDGE AGREEMENT BETWEEN ACCENTIA AND LV ADMINISTRATIVE - ACCENTIA BIOPHARMACEUTICALS INCdex1011.htm
EX-10.19 - FORM OF SUBSIDIARY AGREEMENT - ACCENTIA BIOPHARMACEUTICALS INCdex1019.htm
EX-10.26 - FORM OF CLASS 13 CONVERTIBLE NOTE - ACCENTIA BIOPHARMACEUTICALS INCdex1026.htm
EX-10.18 - FORM OF PLEDGE AGREEMENT - ACCENTIA BIOPHARMACEUTICALS INCdex1018.htm
EX-10.10 - GUARANTY - ACCENTIA BIOPHARMACEUTICALS INCdex1010.htm
EX-10.15 - GRANT OF SECURITY INTEREST AGMT - ACCENTIA BIOPHARMACEUTICALS INCdex1015.htm
EX-10.14 - GRANT OF SECURITY INTEREST AGMT - ACCENTIA BIOPHARMACEUTICALS INCdex1014.htm
EX-10.21 - FORM OF COMMON STOCK PURCHASE WARRANT - ACCENTIA BIOPHARMACEUTICALS INCdex1021.htm
EX-10.25 - FORM OF COMMON STOCK PURCHASE WARRANT (CLASS 6) - ACCENTIA BIOPHARMACEUTICALS INCdex1025.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CEO - ACCENTIA BIOPHARMACEUTICALS INCdex311.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CEO - ACCENTIA BIOPHARMACEUTICALS INCdex321.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CFO - ACCENTIA BIOPHARMACEUTICALS INCdex322.htm
EX-31.2 - SECTION 302 CERTIFICATION OF CFO - ACCENTIA BIOPHARMACEUTICALS INCdex312.htm
EX-10.28 - RESIGNATION SETTLEMENT - ACCENTIA BIOPHARMACEUTICALS INCdex1028.htm
EX-10.27 - FORM OF COMMON STOCK PURCHASE WARRANT (CLASS 13) - ACCENTIA BIOPHARMACEUTICALS INCdex1027.htm
EX-10.8 - WARRANT TERMINATION AGMT BETWEEN ACCENITA AND VALENS OFFSHORE SPV I - ACCENTIA BIOPHARMACEUTICALS INCdex108.htm

Exhibit 10.9

WARRANT TERMINATION AGREEMENT

THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).

RECITALS

WHEREAS, on January 18, 2008, Accentia executed and issued to Valens U.S. a Common Stock Purchase Warrant (the “Warrant”) for the purchase by Valens U.S., on or before January 18, 2014, of up to 196,629 shares of Accentia Common Stock at an exercise price of $2.67 per share;

WHEREAS, pursuant to that certain Term Loan and Security Agreement (the “Security Agreement”) dated as of November 17, 2010, by and among Accentia, the Lenders party thereto and LV Administrative Services, Inc., the parties hereto, in consideration for the acceptance by certain of the Prepetition Lenders of the allowed secured claims against Accentia as provided therein, have agreed, among other things, to the termination and cancellation of the Warrant; and

WHEREAS, pursuant to the terms and conditions of the Security Agreement, Valens U.S. and Accentia desire to terminate and cancel the Warrant effective as of the date of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Security Agreement.

2. The parties hereto agree that the above Recitals are true and correct in all respects.

3. Valens U.S. hereby consents to the termination and cancellation of the Warrant (and all of the rights and obligations created thereunder), and Accentia hereby cancels the Warrant, effective as of the date of this Agreement.

4. Valens U.S. hereby acknowledges and agrees that it shall have no claims of any nature whatsoever against Accentia as a result of the termination and cancellation of the Warrant.

5. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. The parties hereto agree that this Agreement is fully and adequately supported by consideration, is fair and reasonable, and that they have had the opportunity to discuss this matter with counsel of their choice. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if facsimile copies of this Agreement bearing facsimile signatures are exchanged between the parties hereto, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed facsimile copies were original documents bearing original signature.

 

-1-


6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

[remainder of page intentionally left blank]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

VALENS U.S. SPV I, LLC
By: Valens Capital Management, LLC, its investment manager
By:  

/s/ Patrick Regan

Name:   Patrick Regan
Title:   Authorized Signatory
ACCENTIA BIOPHARMACEUTICALS, INC.
By:  

/s/ Samuel S. Duffey

Name:   Samuel S. Duffey
Title:   President