Exhibit 10.8
JOINDER AGREEMENT
THIS JOINDER IN SUBSIDIARY GUARANTY,
MASTER SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT (this “
Joinder ”) is executed as of February 13, 2006 by
TEAMM Pharmaceuticals, Inc., a Florida corporation (“
Joining Party ”), and delivered to Laurus Master Fund,
Ltd., a Cayman Islands company (the “Purchaser”).
Except as otherwise defined herein, terms used herein and defined
in the Purchase Agreement and/or Security Agreement (each as
defined below), as applicable, shall be used herein as therein
defined.
W I T N E S
S E T H :
WHEREAS, Accentia
Biopharmaceuticals, Inc., a Florida corporation (the
“Company”) and the Purchaser, have entered into a
Securities Purchase Agreement, dated as of April 29, 2005 (as
amended, modified or supplemented from time to time, the “
Purchase Agreement ”) providing for the issuance of
the Note and the Warrants and the execution of the Related
Agreements referred to in the Purchase Agreement;
Accentia Biopharmaceuticals, Inc., a
Florida corporation (the “Company”), certain
Subsidiaries of the Company and the Purchaser, have entered into a
Security Agreement, dated as of April 29, 2005 (as amended and
restated, further amended, modified or supplemented from time to
time, the “ Security Agreement ”), providing for
the issuance of the Secured Non-Convertible Revolving Note, the
Minimum Borrowing Note and the Warrants and the execution of the
and the Ancillary Agreement referred to in the Security Agreement;
and
WHEREAS, the Joining Party is a
direct or indirect Subsidiary of the Company and desires, or is
required pursuant to the provisions of the Purchase Agreement and
the Security Agreement, to become a Guarantor under the Subsidiary
Guaranty, an Assignor under the Master Security Agreement and a
Pledgor under the Stock Pledge Agreement;
NOW, THEREFORE, in consideration of
the foregoing and other benefits accruing to the Joining Party, the
receipt and sufficiency of which are hereby acknowledged, the
Joining Party hereby makes the following representations and
warranties to the Purchaser and hereby covenants and agrees with
the Purchaser as follows:
NOW, THEREFORE, the Joining Party
agrees as follows:
1. By this Joinder, the Joining
Party becomes (i) a Guarantor for all purposes under the
Subsidiary Guaranty, (ii) an Assignor for all purposes under
the Master Security Agreement and (iii) a Pledgor for all
purposes under the Stock Pledge Agreement.
2. The Joining Party agrees that,
upon its execution hereof, it will become a Guarantor under the
Subsidiary Guaranty with respect to all Obligations (as defined in
the Subsidiary Guaranty), and will be bound by all terms,
conditions and duties applicable to a Guarantor under the
Subsidiary Guaranty, the Purchase Agreement and the other Related
Agreements. Without limitation of the foregoing, and in furtherance
thereof, the Joining Party unconditionally and irrevocably,
guarantees the due and punctual payment and performance of all
Obligations (on the same basis as the other Guarantors under the
Subsidiary Guaranty).
3. The Joining Party agrees that,
upon its execution hereof, it will become a Pledgor under, and as
defined in, the Stock Pledge Agreement, and will be bound by all
terms, conditions and duties applicable to a Pledgor under the
Stock Pledge Agreement. Without limitation of the foregoing and in
furtherance thereof, as security for the due and punctual payment
of the Indebtedness (as defined in the Stock Pledge Agreement), the
Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and delivers to the Purchaser grants to the Purchaser a
security interest in all Collateral (as defined in the Stock Pledge
Agreement), if any, now owned or, to the extent provided in the
Stock Pledge Agreement, hereafter acquired by it.
4. The Joining Party agrees that,
upon its execution hereof, it will become an Assignor under, and as
defined in, the Master Security Agreement, and will be bound by all
terms, conditions and duties applicable to an Assignor under the
Master Security Agreement. Without limitation of the foregoing and
in furtherance thereof, as security for the due and punctual
payment of the Obligations (as defined in the Master Security
Agreement), the Joining Party hereby pledges, hypothecates,
assigns, transfers, sets over and delivers to the Purchaser and
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