Overadvance Letter Agreement



 Exhibit 10.86 
  
 December 29, 2005 
  
 Accentia Biopharmaceuticals, Inc. 
 324 S. Hyde Park Avenue, Suite 350 
 Tampa, FL 33606 
  
 The Analytica Group, Inc. 
 450 Park Avenue South 
 New York, NY 10016 
  

	 	Re:	Overadvance Side Letter (this “Letter”) 

  
 Dear Sir or Madame: 
  
 Reference is hereby made to that certain Security Agreement dated as of April 29, 2005 by and among Accentia Biopharmaceuticals, Inc., a Florida
corporation (“ABPI”), The Analytica Group, Inc., a Florida corporation (“Analytica”) and such other subsidiaries of ABPI named from time to time in that certain Security Agreement (collectively, the
“Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). Capitalized terms used but not defined herein shall have
the meanings ascribed them in the Security Agreement. Reference is made to the letter agreement, dated as of April 29, 2005 between the Company and Laurus (the “First Overadvance Waiver”), pursuant to which Laurus funded an
Overadvance (as defined therein) to the Company in the aggregate principal amount of $1,150,676.80 (the “First Overadvance”). The First Overadvance expired as of October 29, 2005 and was required to be repaid on such date to
the extent outstanding. Laurus is hereby notifying you of its decision to again exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security Agreement to make a Loan to the Company in excess of the Formula Amount on the
date hereof (the “Overadvance”). The aggregate principal amount of the Overadvance as of the date hereof shall be up to $2,500,000. 
  
 In connection with making the Overadvance, through the period commencing on the date hereof through and including July 1, 2006 (the
“Period”), Laurus hereby waives compliance with Section 3 of the Security Agreement, but solely as such provision relates to the immediate repayment requirement for Overadvances. Laurus further agrees that solely for such
Period (but not thereafter), the Overadvance shall not trigger an Event of Default under Section 19(a) of the Security Agreement, provided however that the Overadvance rate set forth in Section 5(b)(ii) of the Security Agreement (the
“Overadvance Rate”) shall be applied to the amount of such Overadvance for all times such amounts shall be in excess of the Formula Amount and such interest shall be payable monthly, in arrears, commencing on February 1, 2006
and continuing thereafter on the first business day of each consecutive calendar month. All other terms and provisions of the Security Agreement and the Ancillary Agreements remain in full force and effect. It is hereby acknowledged and agreed that
all amounts outstanding as of July 2, 2006 in excess of the Formula Amount (as in effect at such time) shall be immediately due and payable to Laurus. 
  
 Overadvance Side Letter 







 In consideration of the foregoing, the receipt and sufficiency of which is hereby acknowledged, ABPI
shall issue to Laurus on the date hereof a common stock purchase warrant in form of Exhibit A hereto for no less than 51,000 shares of Common Stock of ABPI (the “Additional Warrant”). ABPI further agrees to register the Additional
Warrant in the next Registration Statement, filed by ABPI with the SEC but no later than January 25, 2006. 
  
 Each Company and The Francis E. O’Donnell, Jr. Irrevocable Trust No. 1 hereby (i) represents and warrants to Laurus that it has reviewed
and approved the terms and provisions of this Letter and the documents, instruments and agreements entered into in connection herewith, (ii) acknowledges, ratifies and confirms that all indebtedness incurred by, and all other obligations and
liabilities of, each Company under this Letter are (a) “Obligations” under, and as defined in the Security Agreement, (b) “Obligations” under, and as defined in the Subsidiary Guaranty, dated as of April 29, 2005
by Analytica for the benefit of Laurus (as amended, modified or supplemented, the “Subsidiary Guaranty”), (c) “Obligations” under, and as defined in, the Master Security Agreement, dated as of April 29, 2005 by
ABPI and Analytica for the benefit of Laurus (as amended, modified or supplemented, the “Master Security Agreement”), (d) “Obligations” under, and as defined in, the Stock Pledge Agreement, dated as of April
29, 2005 by ABPI and Analytica for the benefit of Laurus (as amended, modified or supplemented, the “Stock Pledge Agreement”), (e) “Obligations” under, and as defined in, the Intercompany Note Pledge Agreement, dated
as of April 29, 2005 by ABPI for the benefit of Laurus (as amended, modified or supplemented, the “Note Pledge Agreement”) and (f) “Obligations” under, and as defined in, the Stock Pledge Agreement, dated as of
April 29, 2005 by The Francis E. O’Donnell, Jr. Irrevocable Trust No. 1 to Laurus (as amended, modified or supplemented, the “O’Donnell Pledge Agreement” and, together with the Security Agreement, the Subsidiary
Guaranty, the Master Security Agreement, the Stock Pledge Agreement and the Note Pledge Agreement, the “Security Documents” and, each a “Security Document”), (ii) the defined term
“Obligations”, in each case, shall include, without limitation, the prompt and full payment when due, by acceleration or otherwise, of all sums now or any time hereafter due from Company to Laurus in connection with the Overadvance and
(iii) this Letter is a “Document” under, and as defined in, each Security Document, (iv) agrees and acknowledges that all of the terms, conditions, representations and covenants contained in each Security Document are in full
force and effect and shall remain in full force and effect after giving effect to the execution and effectiveness of this Letter, (v) represents and warrants that there exists no offsets, counterclaims or defenses as of the date hereof with
respect to any of the obligations under the Security Documents, and (vi) acknowledges, ratifies and confirms the grant by each Company and The Francis E. O’Donnell, Jr. Irrevocable Trust No. 1 to Laurus of a security interest in certain
assets of such Company or The Francis E. O’Donnell, Jr. Irrevocable Trust No. 1, as the case may be, as more specifically set forth in the relevant Security Document. 
  
 This Letter may not be amended or waived except by an instrument in writing signed by the Company and Laurus. This Letter
may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Letter sets forth the entire agreement
between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein, including, without limitation, with respect to those communications set forth in the First
Overadvance Waiver. 
  
 The Company understands that the Company
has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to such agreements. It is the Company’s determination that neither this Letter nor the terms and provisions of this Letter,
(collectively, the 
  
 Overadvance Side Letter 







 “Information”) are material. The Company has had an opportunity to consult with counsel concerning this
determination. The Company hereby agrees that Laurus shall not be in violation of any duty to the Company or its shareholders, nor shall Laurus be deemed to be misappropriating any information of the Company, if Laurus sells shares of common stock
of the Company, or otherwise engages in transactions with respect to securities of the Company, while in possession of the Information. 
  
 If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below. Each Company hereby acknowledges and agrees
that Laurus’ obligation to advance to any Company the Overadvance shall be contingent upon Laurus’ receipt of the Additional Warrant, as duly executed by ABPI (with appropriate witness) as of the date hereof. 
  

			
	LAURUS MASTER FUND, LTD.
		
	By:	 	 /s/ David Grin


	Name:	 	David Grin
	Title:	 	Director


  
 Agreed and accepted on the date hereof: 
  

			
	ACCENTIA BIOPHARMACEUTICALS, INC.
		
	By:	 	 /s/ Francis E. O’Donnell, Jr.


	Name:	 	Francis E. O’Donnell, Jr.
	Title:	 	Chairman & CEO
	
	THE ANALYTICA GROUP, INC.
		
	By:	 	 /s/ Francis E. O’Donnell, Jr.


	Name:	 	Francis E. O’Donnell, Jr.
	Title:	 	Chairman
	
	THE FRANCIS E. O’DONNELL, JR. IRREVOCABLE TRUST NO. 1
		
	By:	 	 /s/ Kathleen M. O’Donnell


	Name:	 	Kathleen M. O’Donnell
	Title:	 	Trustee

  
 Overadvance Side Letter 














 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 Right to Purchase up to 51,000 shares of Common Stock of Accentia
Biopharmaceuticals, Inc. 
 (subject to adjustment as provided herein) 
  
 COMMON STOCK PURCHASE WARRANT 
  


			
	No.                         	 	Issue Date: December 29, 2005

  
 ACCENTIA
BIOPHARMACEUTICALS, INC., a corporation organized under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business December 29, 2015 (the
“Expiration Date”), up to 51,000 fully paid and nonassessable shares of Common Stock, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price
per share are subject to adjustment as provided herein. 
  
 As
used herein the following terms, unless the context otherwise requires, have the following respective meanings: 
  
 (a) The term “Company” shall include Accentia Biopharmaceuticals, Inc. and any person or entity that shall succeed, or assume
the obligations of, Accentia Biopharmaceuticals, Inc. hereunder. 
  
 (b) The term “Common Stock” includes (i) the Company’s Common Stock, par value $0.001 per share; and (ii) any other securities into which or for which any of the securities described in the
preceding clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise. 
  
 (c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise. 
  
 December 2005 Warrant 







 (d) The “Exercise Price” applicable under this Warrant shall be equal to
$0.001. 
  
 1. Exercise of Warrant. 
  
 1.1 Number of Shares Issuable upon Exercise. From and after the date
hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the
“Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. 
  
 1.2 Fair Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean: 
  
 (a) If the Company’s Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the National or Capital Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale
price, respectively, reported for the last business day immediately preceding the Determination Date. 
  
 (b) If the Company’s Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is
traded on the NASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and asked prices reported for the last business day immediately preceding the Determination Date. 
  
 (c) Except as provided in clause (d) below, if the
Company’s Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. 
  
 (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to
be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the
Determination Date. 
  
 1.3 Company Acknowledgment. The
Company will, at the time of the exercise of this Warrant, upon the request of the holder hereof acknowledge in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder any such rights. 
  
 December 2005 Warrant 
  

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 1.4 Trustee for Warrant Holders. In the event that a bank or trust company shall have been
appointed as trustee for the holders of this Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the
Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1. 
  
 1.5 Further Exercise Limitation. Notwithstanding anything contained
herein to the contrary, the Holder shall not be entitled to exercise this Warrant, in whole or in part, prior to the earlier to occur of (i) two hundred seventy (270) days after the date hereof and (i) one hundred eighty
(180) days after the date of the initial public offering of Common Stock. The limitation described in this Section 1.5 shall automatically become null and void without any notice to any Company upon the occurrence and during the
continuance of an Event of Default. 
  
 2. Procedure for
Exercise. 
  
 2.1 Delivery of Stock Certificates, Etc., on
Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of
any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where
applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. 
  
 2.2 Exercise. 
  
 (a) Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the
applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or
(iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock (or Other Securities) determined as
provided herein. 
  
 December 2005 Warrant 
  

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 (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of
one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this
Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of
Common Stock computed using the following formula: 
  

			
	X=	 	  Y(A-B)  
	 	 	      A
		
	Where X =	 	the number of shares of Common Stock to be issued to the Holder
		
	Y =	 	the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such
calculation)
		
	A =	 	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
		
	B =	 	the Exercise Price per share (as adjusted to the date of such calculation)

  
 3. Effect of
Reorganization, Etc.; Adjustment of Exercise Price. 
  
 3.1
Reorganization, Consolidation, Merger, Etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all
of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be
made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. 
  
 3.2 Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to the Holder the stock and
other securities and property (including cash, where applicable) receivable by the Holder pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and having its principal
office in New York, NY as trustee for the Holder. 
  
 December 2005 Warrant

  

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 3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise
of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4.
In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 3, then the Company’s securities and property (including cash, where applicable) receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section 3.2. 
  
 4. Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock or any
preferred stock issued by the Company, (b) subdivide its outstanding shares of Common Stock, (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise (taking into account the provisions of this
Section 4). 
  
 5. Certificate as to Adjustments. In
each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will upon the Holder’s request promptly cause its Chief Financial Officer or
other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to
such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder and any Warrant agent of the Company (appointed pursuant to Section 11
hereof). 
  
 December 2005 Warrant 
  

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 6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will at all times
reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant. 
  
 7. Assignment; Exchange of Warrant. Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include,
without limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the
Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each
a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. 
  
 8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and
amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 
  
 9. Registration Rights. The Holder has been granted certain
registration rights by the Company. These registration rights are set forth in a Registration Rights Agreement entered into by the Company and Holder dated as of the date hereof, as the same may be amended, modified and/or supplemented from time to
time. 
  
 10. Maximum Exercise. Notwithstanding anything
contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of
Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time), or
upon 75 days prior notice to the Company. 
  
 December 2005 Warrant 
  

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 11. Warrant Agent. The Company may, by written notice to the each Holder of the Warrant, appoint
an agent for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent. 
  
 12. Transfer on the Company’s
Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 
  
 13. Notices, Etc. All notices and other communications from the
Company to the Holder shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address,
then to, and at the address of, the last Holder who has so furnished an address to the Company. 
  
 14. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY
ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to
recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of this Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision hereof. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved
against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party. 
  
 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK; 
 SIGNATURE PAGE FOLLOWS] 
  
 December 2005 Warrant 
  

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 IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above. 

 

					
	 	 	ACCENTIA BIOPHARMACEUTICALS, INC.
			
	WITNESS:	 	 	 	 
			
	 /s/ David Moser

	 	By:	 	 /s/ Francis E. O’Donnell, Jr. M.D.


	 	 	Name:	 	Francis E. O’Donnell, Jr. M.D.
	 	 	Title:	 	Chairman & CEO

  
 December 2005 Warrant 
  

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 EXHIBIT A 
  

FORM OF SUBSCRIPTION 
 (To Be Signed
Only On Exercise Of Warrant) 
  

	TO:	Accentia Biopharmaceuticals, Inc. 

                                      
                                      
  
 Attention:        Chief Financial
Officer 
  
 The undersigned, pursuant to the provisions set forth
in the attached Warrant (No.      ), hereby irrevocably elects to purchase (check applicable box): 
  

	            	             shares of the common stock covered by such warrant; or 

  

	            	the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. 

  
 The undersigned herewith makes payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is $            . Such payment takes the form of (check applicable box or boxes): 
  

	            	$             in lawful money of the United States; and/or 

  

	            	the cancellation of such portion of the attached Warrant as is exercisable for a total of              shares of
Common Stock (using a Fair Market Value of $             per share for purposes of this calculation); and/or 

  

	            	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. 

  

	
	 The undersigned requests that the certificates for such shares be issued in the name of, and delivered to
                                        
                                     whose address is
                                        
                                        
            .


  
 The undersigned
represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the
“Securities Act”) or pursuant to an exemption from registration under the Securities Act. 
  

							
	Dated:	 	                    	 	  


	 	 	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
				
	 	 	 	 	Address:	 	  


	 	 	 	 	 	 	  



  
 December 2005 Warrant 
  

 9 








 EXHIBIT B 
  

FORM OF TRANSFEROR ENDORSEMENT 
 (To
Be Signed Only On Transfer Of Warrant) 
  
 For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Accentia
Biopharmaceuticals, Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person
Attorney to transfer its respective right on the books of Accentia Biopharmaceuticals, Inc. with full power of substitution in the premises. 
  

							
	 Transferees

	  	 Address

	  	 Percentage
Transferred

	  	 Number
Transferred



  

							
	Dated:	 	                    	 	  


	 	 	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
				
	 	 	 	 	Address:	 	  


	 	 	 	 	 	 	  


			
	 	 	 	 	SIGNED IN THE PRESENCE OF:
			
	 	 	 	 	  

 (Name)


  

	
	ACCEPTED AND AGREED:
	[TRANSFEREE]
	
	  

 (Name)


  
 December 2005 Warrant 
  

 10