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JOINDER AGREEMENT

Assumption Agreement

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This Assumption Agreement involves

TEAMM Pharmaceuticals, Inc. | Laurus Master Fund, Ltd. | WHEREAS, Accentia Biopharmaceuticals, Inc.

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Title: JOINDER AGREEMENT
Governing Law: New York     Date: 2/14/2006
Industry: BIOTRX     Sector: HEALTH

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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).

 

 

 

 

Joinder Agreement

  

 


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 g


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