Bridge Loan Agreement, Dated 8/16/05

Exhibit 10.82


BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT (this " Agreement" ) is made by and between Accentia Biopharmaceuticals, Inc. (the " Company" ) and Hopkins Capital Group II, LLC (the " Lender" ).


WHEREAS, the Company desires to have a Bridge Loan Agreement for up to $7,500,000 (the " Line of Credit" );

WHEREAS, the Company requested that Lender provide the Line of Credit;


WHEREAS , the owners and managers of Lender have certain equity interests in the Company and desire that the Company have access to the requested Line of Credit;


WHEREAS , the Lender is willing to make the requested debt facility available to the Company on the terms and conditions contained in the herein; and

NOW, THEREFORE , in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE 1.

RECITALS AND DEFINITIONS

1.1 Incorporation of Recitals. It is expressly agreed that the recitals to this Agreement are incorporated herein and made an operative part of this Agreement.

1.2 Defined Terms. As used in this Agreement, the following terms shall have the following meanings. Other capitalized terms are defined elsewhere herein.


" Advance" shall mean the amount of approximately $4,200,000 that was advanced by Lender to the Company through the date hereof and which Advance constitutes part of the Facility Amount.

" Commitment Termination Date" shall mean the first to occur of: (i) the date on which the Company' s IPO is completed and closed or (ii) the total indebtedness owed to Laurus Mater Fund, Ltd. by the Company does not exceed $2,500,000.


" Default" shall have the meaning specified in Section 7.1.

" Effective Date" of this Agreement and the Facility shall mean the date on which this Agreement is signed by the last party required on the signature page to execute same.


" Event of Default" shall mean any of the events specified herein; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.


" Maturity Date" shall mean the earlier of: (i) twenty-four (24) months from the Effective Date or (ii) a debt or equity financing transaction by the Company in an amount in excess of $35,000,000 net of commissions, discounts and placement fees.


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" Facility" shall mean the $7,500,000 Line of Credit to be provided by the Lender to the Company pursuant to this Agreement.


" Facility Amount" shall mean $7,500,000.


" IPO" shall mean the initial public offering of the capital stock of Accentia.


1.3 Other Definitional Provisions .


(a) The words " hereof" , " herein" and " hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection and Exhibit references are to this Agreement unless otherwise specified.


(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) " Includes" " including" and like expressions are not limiting, i.e., " including" implies " including, without limitation," etc.


(d) " Or" shall have the meaning ordinarily attributed to " and/or."


ARTICLE 2.


THE LOANS

2.1 Agreement to Make Loans. Lender agrees to loan up to the Facility Amount (giving effect to the Advance) to the Company in accordance with the terms and conditions hereof. Lenders obligation to make Loans hereunder is subject to the following funding requirements:

(a) for all Loans up to an aggregate principal amount of $5,000,000, Lender shall fund with in ten (10) days following written notice of Demand issued by the Company; and


(b) for all Loans in excess of the aggregate principal amount of $5,000,000, funding is conditioned on the Company satisfying one of the following: (i) the Company' s aggregate cash on hand must be less than $5,000,000, (ii) a continuing material default must exist in any Funding Document as defined in the Omnibus Amendment and Consent Agreement dated August 12, 2005 between the Company and Laurus Master Fund, Ltd, or (iii) the Lender must consent in writing to the Company' s Demand.


Notwithstanding the aggregate amount of Loans then made, Lender' s obligation to continue to make loans hereunder shall terminate on the Commitment Termination Date.

As used herein, the term " Loan" or " Loans" shall mean the loans made by the Lender in accordance with this Section 2.1. Any Loan, when repaid, may not be re-borrowed.


2.2 Notes. In order to evidence each Loan made under this Facility, the Lender may require the Company to execute and deliver to Lender a promissory note substantially in the form of Exhibit A hereto (each, a " Note" ), payable to the order of the Lender and in a principal amount


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equal to the amount loaned. In the absence of a Note for any (or all Loans), Lender' s cancelled check or, in the absence of a cancelled check, the Company' s books, shall serve as confirmation of the Loan and the Loan shall have the terms provided in this Agreement.

2.3 Procedure for Making Loans.

(a) Subject to the terms and conditions herein, each Loan shall be in amounts requested by the Company and shall be in accordance with this Section 2.3. The Funding Date shall be least ten (10) Business Days' following written notice of Demand (unless the Lender in its sole discretion consents to a shorter period of notice).


(b) On the Funding Date specified in such notice, the Lender shall make the Loan available to the Company by check.


2.4 Repayment of Loan Amounts. The Loans shall be due and payable by the Company, together with all accrued and unpaid interest thereon, on the Maturity Date, provided that: (i) there is no continuing material default in any Funding Document as defined in the Omnibus Amendment and Consent Agreement dated August 12, 2005 between the Company and Laurus Master Fund, Ltd, and (ii) at such time of proposed repayment, the total principal amount of outstanding indebtedness owed by the Company to Laurus Master Fund, Ltd. does not exceed $2,500,000. If the forgoing provisions are not satisfied on the Maturity Date, the loan shall be due and payable on the first date on which such provisions have been fully satisfied.


Unless a payment is received at a time when no Default or Event of Default exists and is earmarked for a specific purpose (e.g., a periodic interest payment), the general rule for application of payments to the Obligations shall call for application: (i) first, to accrued expense or indemnity Obligations then due under this Agreement or any Note; (ii) second, to accrued interest under any Note; and (iii) third, to principal of the Loans.


ARTICLE 3.


OTHER LOAN-RELATED PROVISIONS


3.1 Interest Rate and Payments. Interest shall be charged at a rate of four and one quarter per cent (4.25%) per annum (the " Contract Rate" ). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears.


3.2 Subordination. All indebtedness owed by the Company and its Subsidiaries to the Lender and its Affiliates shall be un ...