Form of Common Stock Purchase Warrant



 Exhibit 10.17 
 COMMON STOCK PURCHASE WARRANT 
 To Purchase Shares of Common Stock of

 ACCENTIA BIOPHARMACEUTICALS, INC. 
 AND/OR 
 BIOVEST INTERNATIONAL, INC. 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,
                         (the “Holder”) is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after November 17, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise
Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), (x) up to
             shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”) or (y) up to
                 shares (the “BVTI Warrant Shares”) of common stock, par value $.01 per share (the “BVTI Common Stock”), of
Biovest International, Inc., a Delaware corporation (“BVTI”), or (z) any combination thereof. Notwithstanding anything to the contrary contained in this Warrant, the total number of BVTI Warrant Shares issuable hereunder shall
be reduced on a share by share basis by the number of shares of BVTI Common Stock issued to the Holder upon (i) the exchange of any amount outstanding under the Debentures (as defined below) into shares of BVTI Common Stock, or (ii) the
release of shares of BVTI Common Stock to the Holder upon an Event of Default (as defined in the Debentures) under the Debentures, subject, in each case, to the maximum number of shares of BVTI Common Stock issuable to a Holder pursuant to the
Pledge Agreement (as defined below) as described in Section 3(b)(v) therein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The purchase price of one
share of BVTI Common Stock under this Warrant shall be equal to the BVTI Exercise Price, as defined in Section 2(b). This Warrant and the Warrant Shares and the BVTI Warrant Shares issuable upon exercise of this Warrant are issued by the
Company, pursuant to Section 1145 of the Bankruptcy Code and Article 5.6.1.8 of the Plan (as defined below), in exchange for the Holder’s claims against the Company, and are exempt from the requirements of Section 5 of the Securities
Act and state and local securities laws and requirements by virtue of Section 1145 of the Bankruptcy Code. 

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this
Warrant, the following terms shall have the following meanings: 
 “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. 

  
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 “Bankruptcy Case” means, collectively, the
cases of the Company and its Subsidiaries pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, and jointly administered under Case No. 8:08-bk-17795-KRM. 

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101
et seq. 
 “Bankruptcy Court” means the United States Bankruptcy Court
for the Middle District of Florida, Tampa Division. 
 “Black Scholes Value”
means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the
Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. 

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal
legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 

“BVTI Subsidiary” means any subsidiary of BVTI as of the Initial Exercise Date and shall,
where applicable, also include any direct or indirect subsidiary of BVTI formed or acquired after the date hereof. 
 “BVTI VWAP” means, for any date, the price of the BVTI Common Stock determined by the first of the following clauses that applies: (a) if the BVTI Common Stock is then listed or
quoted for trading on a Trading Market, the volume weighted average price per share of the BVTI Common Stock for such date (or the nearest preceding date) on the Trading Market on which the BVTI Common Stock is then listed or quoted for trading as
reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the BVTI Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the BVTI
Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the BVTI Common Stock so
reported for such date; or (c) in all other cases, the fair market value of a share of BVTI Common Stock as 

  
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determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company. 

“Common Stock Equivalents” means any securities of the Company, the Subsidiaries, or the
BVTI Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock or BVTI Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or BVTI Common Stock. 
 “Debentures” means the 8.50% Secured Convertible Debentures Due May 17, 2012 issued by the Company to the Holder. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 “Liens” means a lien, charge, pledge,
security interest, encumbrance, right of first refusal, preemptive right or other restriction. 

“Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 

“Plan” means the First Amended Joint Plan of Reorganization of Accentia
Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 16, 2010, as modified by the First
Modification to First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United
States Code dated as of October 25, 2010 and as further modified from time to time, as filed in the Bankruptcy Case. 
 “Pledge Agreement” means that certain Pledge Agreement, dated as of November 17, 2010, executed by the Company in favor of the Holders. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. 
 “Subsidiary” means any subsidiary of the
Company as of the Initial Exercise Date and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. 

“Trading Day” means a day on which a Trading Market is open for trading; provided that,
if the Common Stock or the BVTI Common Stock, as applicable, is not on a Trading Market, then as reported on any day in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices). 

  
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 “Trading Market” means any of the following
markets or exchanges on which the Common Stock or the BVTI Common Stock, as applicable, is listed or quoted for trading on the date in question: the New York Stock Exchange, the NYSE AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the
NASDAQ Global Select Market, the OTCQB Marketplace, or the OTC Bulletin Board (or any successors to any of the foregoing). 
 “Transfer Agent” means StockTrans, Inc. or any successor transfer agent engaged by the Company or BVTI. 

“Variable Rate Transaction” means a transaction in which the Company or BVTI
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock or BVTI Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock or BVTI Common Stock at any time after the initial issuance of such debt or equity securities
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or BVTI or the market for the Common Stock or the BVTI Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company or BVTI may sell
securities at a future determined price. 
 “VWAP” means, for any date, the
price of the Common Stock determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted for trading on a Trading Market, the volume weighted average price per share of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time));
(b) if the Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported for such date; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holder and reasonably acceptable to the Company. 

Section 2. Exercise. 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in
whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise annexed hereto (“Notice of Exercise”); and, within three (3) Trading Days of the date said
Notice of 

  
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Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price and/or the aggregate BVTI Exercise Price of the shares thereby purchased by wire
transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares and/or BVTI Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares and/or BVTI Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares and/or BVTI Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares and/or BVTI Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares and/or BVTI Warrant Shares purchased and the dates of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such Notice of Exercise. The Holder and any
assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares and/or BVTI Warrant Shares available hereunder, the number of
Warrant Shares and/or BVTI Warrant Shares available for purchase hereunder at any given time may be less than the amount stated in the first paragraph of this Warrant. This Warrant is exercisable proportionately into Warrant Shares and/or BVTI
Warrant Shares, but is not exercisable into the full number of both Warrant Shares and BVTI Warrant Shares. For every Warrant Share purchased, a proportionate number of BVTI Warrant Shares shall cease to be purchasable and vice versa. By way of
example, if this Warrant were initially exercisable for up to 2,000 Warrant Shares and up to 1,000 BVTI Warrant Shares, and the Holder subsequently exercises this Warrant to purchase 500 Warrant Shares, then, after such exercise, the maximum number
of BVTI Warrant Shares for which this Warrant could be exercised would be 750 BVTI Warrant Shares. Likewise, if this Warrant were initially exercisable for up to 2,000 Warrant Shares and up to 1,000 BVTI Warrant Shares, and the Holder subsequently
exercises this Warrant to purchase 500 BVTI Warrant Shares, then, after such exercise, the maximum number of Warrant Shares for which this Warrant could be exercised would be 1,000 Warrant Shares. 

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be
$1.50, subject to adjustment hereunder (the “Exercise Price”) and the exercise price per share of the BVTI Common Stock under this Warrant shall be $1.50, subject to adjustment hereunder (the “BVTI Exercise Price”).

 c) [RESERVED] 

d) Exercise Limitations. 

 

	 	i.	 Holder’s Restrictions Applicable to the Common Stock. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, to the extent that after 



  
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giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates and any other Person acting as a group
together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of
any other securities of the Company (including, without limitation, any other Common Stock Equivalents), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 2(d)(i) applies, the determination of whether this Warrant is exercisable into Common Stock (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this
Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable into Common Stock (in relation to other
securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 2(d)(i), in determining the number of
outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q Quarterly Report or Form 10-K Annual Report, as the case may be, (y) a
more recent public announcement by the Company, or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within
two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common 



  
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Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d)(i), provided that the
Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the
provisions of this Section 2(d)(i) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(d)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. 



 

	 	ii.	 Holder’s Restrictions Applicable to the BVTI Common Stock. The Company shall not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates and any
other Person acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the BVTI Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number
of shares of BVTI Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of BVTI Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of BVTI Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of
the unexercised or nonconverted portion of any other securities of BVTI or the Company that are exercisable, convertible or exchangeable into or for BVTI Common Stock (including, without limitation, any other Common Stock Equivalents), subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(ii), beneficial
ownership shall be calculated in accordance with Section 13(d) 



  
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of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and
the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d)(ii) applies, the determination of whether this Warrant is exercisable into BVTI
Common Stock (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be
deemed to be the Holder’s determination of whether this Warrant is exercisable into BVTI Common Stock (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in
each case subject to the BVTI Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 2(d)(ii), in determining the number of outstanding shares of BVTI Common Stock, a Holder may rely on the number of outstanding shares of BVTI
Common Stock as reflected in (x) BVTI’s most recent Form 10-Q Quarterly Report or Form 10-K Annual Report, as the case may be, (y) a more recent public announcement by BVTI, or (z) any other notice by BVTI or the Transfer Agent
setting forth the number of shares of BVTI Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall cause BVTI, within two (2) Trading Days, to confirm orally and in writing to the Holder the number of shares of
BVTI Common Stock then outstanding. In any case, the number of outstanding shares of BVTI Common Stock shall be determined after giving effect to the conversion, exchange or exercise of securities of BVTI or the Company, including this Warrant, by
the Holder or its Affiliates since the date as of which such number of outstanding shares of BVTI Common Stock was reported. The “BVTI Beneficial Ownership Limitation” shall be 4.99% of the number of shares of BVTI Common Stock
outstanding immediately after giving effect to the issuance of shares of BVTI Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to BVTI, may increase or decrease the BVTI Beneficial
Ownership Limitation provisions of this Section 2(d)(ii), provided that the BVTI Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the BVTI Common Stock outstanding immediately after giving effect to the
issuance of shares of BVTI Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d)(ii) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to BVTI. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the 



  
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terms of this Section 2(d)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended BVTI Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. 



e) Mechanics of Exercise. 

i. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be
transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit or Withdrawal at Custodian System (“DWAC”) if the Company and/or BVTI,
as applicable, is then a participant in DWAC, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case within three (3) Trading Days after the delivery to the Company of the Notice of
Exercise, surrender of this Warrant to the Company (if required), and payment to the Company of the aggregate Exercise Price and/or aggregate BVTI Exercise Price, as applicable, as set forth above (the “Warrant Share Delivery
Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price and/or BVTI Exercise Price, as applicable, is received by the Company. The Warrant Shares and/or BVTI Warrant Shares shall be deemed to have been
issued, and the Holder (or any other person so designated to be named as holder in the Notice of Exercise) shall be deemed to have become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised by payment
to the Company of the Exercise Price and/or BVTI Exercise Price, as applicable, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares have been paid. If the Company fails for
any reason to deliver to the Holder certificates evidencing the Warrant Shares and/or BVTI Warrant Shares subject to a Notice of Exercise by the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in
cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares and/or BVTI Warrant Shares subject to such Notice of Exercise (based on the VWAP of the Common Stock or the BVTI VWAP of the BVTI Common Stock, as applicable, on the
date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such second Trading Day following the Warrant Share
Delivery Date until such certificates are delivered. 
 ii. Delivery of New Warrants Upon
Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares and/or BVTI


  
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Warrant Shares, deliver to a Holder a new Warrant evidencing the rights of such Holder to purchase the unpurchased Warrant Shares and/or BVTI Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant. 
 iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares and/or BVTI Warrant Shares pursuant to Section 2(e)(i) by the Warrant Share Delivery Date,
then, the Holder will have the right to rescind such exercise. 
 iv. Compensation for Buy-In
on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the
Warrant Shares (or if the Company fails to cause BVTI or BVTI’s Transfer Agent to transmit to the Holder a certificate or the certificates representing the BVTI Warrant Shares) pursuant to an exercise on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock or BVTI Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares or BVTI Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount by which
(x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock or BVTI Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares or
BVTI Warrant Shares, as applicable, that the Company was required to deliver (or cause to be delivered) to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of this Warrant and equivalent number of Warrant Shares and/or BVTI Warrant Shares for which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock or BVTI Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, 

  
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a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver (or cause BVTI to timely deliver) certificates representing shares of Common
Stock or BVTI Common Stock upon exercise of this Warrant as required pursuant to the terms hereof. 
 v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which a Holder would
otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or BVTI Exercise Price, as
applicable, or round up to the next whole share. 
 vi. Charges, Taxes and Expenses.
Issuance of certificates for Warrant Shares and/or BVTI Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares
and/or BVTI Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 
 vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

f) Call Provisions. 

i. Warrant Shares. Subject to the provisions of Section 2(d)(i) and this Section 2(f)(i),
if (A) commencing on May 17, 2011, the VWAP of the Common Stock for each of ten (10) consecutive Trading Days (such ten (10) consecutive Trading Day period, the “Measurement Period”) equals or exceeds $2.25
(subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within three (3) Trading Days of the end of such Measurement Period, call for
the cancellation of up to 50% of the Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “Call”) for consideration equal to $.001 per Warrant Share, and (B) commencing on
November 17, 2011, the VWAP of the Common Stock on each Trading Day in a Measurement Period equals or exceeds $2.625 (subject to adjustment for forward and 

  
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reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within three (3) Trading Days of the end of such Measurement
Period, call for the cancellation of up to all of the remaining Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, also a “Call”) for consideration equal to $.001 per Warrant Share.
To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such Call Notice applies. If the conditions set
forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not
have been received by the Company by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any
unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares
subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all the Warrant Shares shall first reduce to
zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares,
(B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this
Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following
receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject to the provisions of this
Section 2(f)(i), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company
may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless (a) from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in
accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market and (iii) there is a
sufficient number of authorized shares of Common Stock for issuance of all Warrant 

  
 12 









 
Shares, (b) if the Warrant Shares are subject to a lock-up agreement that is required by a placement agent, the Call occurs at least 90 days following the expiration of such lock-up
agreement, and (c) with respect to the Warrant Shares that are subject to the Call, the issuance of such Warrant Shares upon exercise of this Warrant by the Holder shall not cause a breach of Section 2(d)(i) herein, provided that, solely
for purpose of this clause (c) of this Section 2(f)(i), the Beneficial Ownership Limitation shall be deemed to be 9.99%. 
 ii. BVTI Warrant Shares. Subject to the provisions of Section 2(d)(ii) and this Section 2(f)(ii), if commencing on the Initial Exercise Date, (A) the BVTI VWAP of the BVTI Common
Stock on each Trading Day in a Measurement Period equals or exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within
three (3) Trading Days of the end of such Measurement Period, call for the cancellation of up to 50% of the BVTI Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “BVTI
Call”) for consideration equal to $.01 per BVTI Warrant Share, and (B) the BVTI VWAP of the BVTI Common Stock on each Trading Day in a Measurement Period equals or exceeds $2.625 (subject to adjustment for forward and reverse stock
splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within three (3) Trading Days of the end of such Measurement Period, call for the cancellation of up to all of the remaining BVTI
Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, also a “BVTI Call”) for consideration equal to $.01 per BVTI Warrant Share. To exercise this right, the Company must deliver to the
Holder an irrevocable written notice (a “BVTI Call Notice”), indicating therein the unexercised portion of this Warrant to which such BVTI Call Notice applies. If the conditions set forth below for such BVTI Call are satisfied from
the period from the date of the BVTI Call Notice through and including the BVTI Call Date (as defined below), then any portion of this Warrant subject to such BVTI Call Notice for which a Notice of Exercise shall not have been received by the
Company by the BVTI Call Date will be cancelled at 6:30 p.m. (New York City time) on the fifth Trading Day after the date the BVTI Call Notice is received by the Holder (such date and time, the “BVTI Call Date”). Any unexercised
portion of this Warrant to which the BVTI Call Notice does not pertain will be unaffected by such BVTI Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to BVTI Warrant
Shares subject to a BVTI Call Notice that are tendered through 6:30 p.m. (New York City time) on the BVTI Call Date. The parties agree that any Notice of Exercise delivered following a BVTI Call Notice which calls less than all the BVTI Warrant
Shares shall first reduce to zero the number of BVTI Warrant Shares subject to such BVTI Call Notice prior to reducing the 

  
 13 









 
remaining BVTI Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 BVTI Warrant Shares, (B) a BVTI Call
Notice pertains to 75 BVTI Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the BVTI Call Date the Holder tenders a Notice of Exercise in respect of 50 BVTI Warrant Shares, then (x) on the BVTI Call Date the right under
this Warrant to acquire 25 BVTI Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 BVTI Warrant Shares in respect of the exercises
following receipt of the BVTI Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 BVTI Warrant Shares (subject to adjustment as herein provided and subject to subsequent BVTI Call Notices). Subject to
the provisions of this Section 2(f)(ii), the Company may deliver subsequent BVTI Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth
in this Warrant, the Company may not deliver a BVTI Call Notice or require the cancellation of this Warrant (and any such BVTI Call Notice shall be void), unless (a) from the beginning of the Measurement Period through the BVTI Call Date,
(i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the BVTI Call Date, (ii) the BVTI Common Stock shall be listed or quoted for trading on
the Trading Market and (iii) there is a sufficient number of authorized shares of BVTI Common Stock for issuance of all BVTI Warrant Shares, (b) if the BVTI Warrant Shares are subject to a lock-up agreement that is required by a placement
agent, the BVTI Call occurs at least 90 days following the expiration of such lock-up agreement, and (c) with respect to the BVTI Warrant Shares that are subject to the BVTI Call, the issuance of such BVTI Warrant Shares upon exercise of this
Warrant by the Holder shall not cause a breach of Section 2(d)(ii) herein, provided that, solely for purpose of this clause (c) of this Section 2(f)(ii), the BVTI Beneficial Ownership Limitation shall be deemed to be 9.99%.

 Section 3. Certain Adjustments. 

a) Stock Dividends and Splits. 

i. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued
by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (iv) issues by 

  
 14 









 
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of
Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)(i) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 ii. If BVTI, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of BVTI Common Stock or any other equity or equity equivalent securities payable in shares of BVTI Common Stock (which, for avoidance of doubt, shall not include any shares of BVTI Common
Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of BVTI Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of BVTI Common
Stock into a smaller number of shares, or (iv) issues by reclassification of shares of BVTI Common Stock any shares of capital stock of BVTI, then in each case the BVTI Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of BVTI Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of BVTI Common Stock outstanding immediately after such event
and the number of BVTI Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate BVTI Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this
Section 3(a)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification. 
 b) [RESERVED] 

c) Subsequent Rights Offerings. 

i. If the Company, at any time while this Warrant is outstanding, shall issue rights, options or warrants
to all holders of Common Stock (and not to Holders of the Warrants) entitling them to subscribe for or purchase shares of Common Stock at a price per share less 

  
 15 









 
than the VWAP at the record date mentioned below, then, the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock
outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights,
options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such
rights, options or warrants. 
 ii. If BVTI, at any time while this Warrant is outstanding, shall
issue rights, options or warrants to all holders of BVTI Common Stock (and not to Holders of the Warrants) entitling them to subscribe for or purchase shares of BVTI Common Stock at a price per share less than the BVTI VWAP at the record date
mentioned below, then, the BVTI Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the BVTI Common Stock outstanding on the date of issuance of such rights or warrants plus the number of
additional shares of BVTI Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the BVTI Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares
which the aggregate offering price of the total number of shares so offered (assuming receipt by BVTI in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such BVTI VWAP. Such adjustment shall be
made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. 

d) Pro Rata Distributions. 

i. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of
Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security, then in each such case the Exercise Price shall be
adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the
record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or 

  
 16 









 
evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors of the Company in good faith. In either case the
adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the record date mentioned above. 
 ii. If BVTI, at any time while this Warrant is outstanding, shall distribute to all holders of BVTI Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including
cash and cash dividends) or rights or warrants to subscribe for or purchase any security, then in each such case the BVTI Exercise Price shall be adjusted by multiplying the BVTI Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the BVTI VWAP determined as of the record date mentioned above, and of which the numerator shall be such BVTI VWAP on such record
date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the BVTI Common Stock as determined by the Board of Directors of BVTI
in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of BVTI Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. 

e) Fundamental Transaction. 

i. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or
consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder exercisable at any time concurrently
with or within 30 days after the consummation of the Fundamental Transaction, 

  
 17 









 
(a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (i) an all cash transaction, (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (iii) a
Fundamental Transaction involving a person or entity not traded on a national securities exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, cash equal to the value of this Warrant as determined in
accordance with the Black Scholes Value. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this Section 3(e)(i) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction. 
 ii. If, at any time while this Warrant is outstanding, (A) BVTI
effects any merger or consolidation of BVTI with or into another Person, (B) BVTI effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by
BVTI or another Person) is completed pursuant to which holders of BVTI Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) BVTI effects any reclassification of the BVTI Common Stock or
any compulsory share exchange pursuant to which the BVTI Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “BVTI Fundamental Transaction”), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, subject to this 

  
 18 









 
Section 3(e)(ii), for each BVTI Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such BVTI Fundamental Transaction, the same kind and
amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such BVTI Fundamental Transaction if it had been, immediately prior to such BVTI Fundamental Transaction, the holder of one share of BVTI Common
Stock (the “BVTI Alternate Consideration”). The Company shall provide the Holder with written notice of a BVTI Fundamental Transaction (and BVTI Alternate Consideration in connection therewith) (a “BVTI Fundamental
Transaction Notice”) within one (1) Trading Day that it is notified by BVTI of such transaction. A Holder that wishes to receive the BVTI Alternate Consideration upon a subsequent exercise of this Warrant must notify the Company within
ten (10) Trading Days of its receipt of the BVTI Fundamental Transaction Notice. If a Holder does not notify the Company within ten (10) Trading Days of its receipt of a BVTI Fundamental Transaction Notice that it wishes to receive the
BVTI Alternate Consideration in connection with such transaction upon a subsequent exercise of this Warrant, such Holder shall not be entitled to receive such BVTI Alternate Consideration upon such subsequent exercise. For purposes of any such
conversion or exchange, the determination of the BVTI Exercise Price shall be appropriately adjusted to apply to such BVTI Alternate Consideration based on the amount of BVTI Alternate Consideration issuable in respect of one share of BVTI Common
Stock in such BVTI Fundamental Transaction, and the Company shall apportion the BVTI Exercise Price among the BVTI Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the BVTI Alternate
Consideration. If holders of BVTI Common Stock are given any choice as to the securities, cash or property to be received in a BVTI Fundamental Transaction, then the Holder shall be given the same choice as to the BVTI Alternate Consideration it
receives upon any exercise of this Warrant following such BVTI Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to BVTI, the Company or the surviving entity in such BVTI Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into BVTI Alternate Consideration. The terms of any agreement pursuant to which a BVTI Fundamental
Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e)(ii) and insuring that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a BVTI Fundamental Transaction. 
 f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock or BVTI Common Stock
deemed to be issued and outstanding as of a given date shall be 

  
 19 









 
the sum of the number of shares of Common Stock or BVTI Common Stock (excluding treasury shares, if any) issued and outstanding. 

g) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant
reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 
 h) Notice to Holder. 
 i. Adjustment to
Exercise Price. Whenever the Exercise Price or BVTI Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price or BVTI Exercise Price, as
applicable, after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents
at the lowest possible conversion or exercise price at which such securities may be converted or exercised in such Variable Rate Transaction. 
 ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class
or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash


  
 20 









 
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20 day period commencing on the date of such notice to the effective date of
the event triggering such notice. In addition, if any of the foregoing events shall occur with respect to BVTI, the Company shall cause BVTI to provide the Holder with written notice in the same manner as described above. 

Section 4. Transfer of Warrant. 

a) Transferability. This Warrant and the Warrant Shares and the BVTI Warrant Shares may be
transferred, sold or resold by the Holder or any holders thereof without registration or restriction; provided that the transfer, sale or resale of this Warrant and the Warrant Shares and the BVTI Warrant Shares by any recipient thereof would not be
exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This
Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares and/or BVTI Warrant Shares without having a new Warrant issued. 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),
as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants
issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares and/or BVTI Warrant Shares issuable pursuant thereto. 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any


  
 21 









 
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

Section 5. Miscellaneous. 

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting
rights or other rights as a stockholder of the Company or BVTI prior to the exercise hereof as set forth in Section 2(e)(i). 
 b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant or any stock certificate relating to the Warrant Shares and/or BVTI Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not
include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu
of such Warrant or stock certificate. 
 c) Saturdays, Sundays, Holidays, etc. If the last
or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day. 

d) Authorized Shares. 

i. The Company covenants that, during the period this Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, Liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company
hereby represents that it is the owner of all of the BVTI Warrant Shares, free and clear of any Liens, and upon exercise in accordance with this Warrant, the Company will transfer to the Holder good and marketable title to such BVTI Warrant Shares,
free from all taxes, Liens and 

  
 22 









 
charges created by the Company or BVTI in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

ii. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the
Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (A) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (B) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and
(C) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under this
Warrant. 
 iii. Before taking any action which would result in an adjustment in the number of
Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof. 
 e) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees
that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or
agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of
Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper, or that such court is an inconvenient venue for such proceeding. 

f) [RESERVED] 

  
 23 









 g) Nonwaiver and Expenses. No course of dealing or
any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate
on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder. 
 h) Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via facsimile
prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile on a day that is not a Trading Day or later than 5:30 p.m. (New York
City time) on any Trading Day, (iii) the second
(2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given. 

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the
Holder to exercise this Warrant to purchase Warrant Shares and/or BVTI Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock
and/or BVTI Common Stock or as a stockholder of the Company or BVTI, whether such liability is asserted by the Company or BVTI or by creditors of the Company or BVTI. 

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions
of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all holders
from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares and/or BVTI Warrant Shares. 
 l) Amendment. This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder. 

  
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 m) Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 
 n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 

******************** 
 (Signature Page Follows) 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized as of the 17th day of November, 2010. 
  

					
	ACCENTIA BIOPHARMACEUTICALS, INC.
		
	By:	 	 
		 	Name:	 	Samuel S. Duffey
		 	Title:	 	President



  
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 NOTICE OF EXERCISE 

 

	TO:	 ACCENTIA BIOPHARMACEUTICALS, INC. 


 (1) The undersigned hereby elects to purchase ________ Warrant Shares and/or ________ BVTI Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the Exercise Price and/or BVTI Exercise Price in full, together with all applicable transfer taxes, if any. 
 (2) Payment shall take the form of (check applicable box): 
  

	 	 ̈	 in lawful money of the United States; or 


  

	 	 ̈	 [RESERVED]. 


 (3) Please issue a certificate or certificates representing said Warrant Shares and/or BVTI Warrant Shares in the name of the undersigned or in such other name as is specified below: 

________________________________ 
 The Warrant Shares and/or BVTI Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to: 

________________________________ 

________________________________ 

________________________________ 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended. 
 [SIGNATURE OF HOLDER] 

Name of Investing Entity: ________________________________________________________________________ 

Signature of Authorized Signatory of Investing Entity: _________________________________________________ 

Name of Authorized Signatory: ___________________________________________________________________ 

Title of Authorized Signatory: ____________________________________________________________________ 

Date: ________________________________________________________________________________________ 

  








 ASSIGNMENT FORM 

(To assign the foregoing Warrant, execute 
 this form and supply required information. 
 Do not use this form to exercise the
Warrant.) 
 FOR VALUE RECEIVED,
[            ] all of or [            ] Warrant Shares and/or
[            ] all of or [            ] BVTI Warrant Shares of the foregoing Warrant and all rights evidenced
thereby are hereby assigned to 
 _______________________________________________ whose address is 

_______________________________________________________________. 
 _______________________________________________________________ 

Dated: ______________, _______ 

Holder’s Signature: _____________________________ 

Holder’s Address:   _____________________________ 

    _____________________________ 

Signature Guaranteed: ___________________________________________ 

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.