Exhibit 10.2
THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SUCH ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES, PROVIDED SUCH
PLEDGE IS MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
SENIOR SECURED TERM
NOTE
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September 30, 2008
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Principal:
U.S.$15,000,000
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FOR VALUE RECEIVED
, Unigene Laboratories, Inc. and
each other Person which becomes a party hereto pursuant to the
terms of the Financing Agreement (defined below) (collectively the
“ Borrowers ” or individually a “
Borrower ”) hereby, jointly and severally, promises to
pay to the order of Victory Park Special Situations Master Fund,
Ltd. or its registered assigns (the “ Holder ”)
the amount set out above as the Principal pursuant to the terms of
that certain Financing Agreement dated as of September 30,
2008, by and among the Borrowers, Victory Park Management, LLC, as
administrative agent and collateral agent (the “ Agent
”), and the Lenders party thereto (together with all exhibits
and schedules thereto and as may be amended, restated, modified and
supplemented from time to time the “ Financing
Agreement ”). The Borrowers also hereby, jointly and
severally, promise to pay accrued and unpaid interest and premium,
if any, on the Principal on the dates, rates and in the manner
provided for in the Financing Agreement. This Senior Secured Term
Note (including all Senior Secured Term Notes issued in exchange,
transfer, or replacement hereof, this “ Note ”)
is one of the Senior Secured Term Notes issued pursuant to the
Financing Agreement (collectively, the “ Notes
”). Capitalized terms used and not her
