SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2008 • Liberator Medical Holdings, Inc. • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2008, by and among Liberator Medical Holdings, Inc., a Nevada corporation, with headquarters located at 2979 South East Gran Park Way, Stuart, Florida 34997 (the “Company”), as issuer, Liberator Medical Supply, Inc., a Florida corporation and a wholly-owned subsidiary of the Company, as guarantor (the “Guarantor” and, together with the Company, the “Issuer Parties”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 17, 2008, by and among Liberator Medical Holdings, Inc., a Nevada corporation, with headquarters located at 2979 South East Gran Park Way, Stuart, Florida 34997 (the “Company”), as issuer, Liberator Medical Supply, Inc., a Florida corporation and a wholly-owned direct subsidiary of the Company (“Liberator Supply”), and Liberator Health and Education Services, Inc., a Florida corporation and a wholly-owned indirect subsidiary of the Company, as guarantors (the “Guarantors”; the Guarantors and the Company are collectively referred to herein as the “Issuer Parties”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 9, 2010, by and between Liberator Medical Holdings, Inc., a Nevada corporation with headquarters located at 2979 SE Gran Park Way, Stuart, Florida 34997 (the “Company”), and Kinderhook Partners, L.P. (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2009 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
EMPLOYMENT AGREEMENT, dated as of December 1, 2008 (the “Agreement”), by Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), and Robert Davis, (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
This Indemnification Agreement (“Agreement”) is made as of August 19, 2010, by and between Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), and Tyler Wick (“Indemnitee”).
GUARANTYGuaranty • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
This GUARANTY (this “Guaranty”), dated as of October 17, 2008, is made by Liberator Health and Education Services, Inc., a Florida corporation (the “Guarantor”), in favor of the “Noteholders” (as defined below).
Guaranty and Suretyship AgreementGuaranty and Suretyship Agreement • February 16th, 2011 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 11 day of February, 2011, by PRACTICA MEDICAL MANUFACTURING, INC. (the “Guarantor”), with an address at 2979 SE Gran Park Way, Stuart, Florida 34997, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 205 Datura Street, West Palm Beach, Florida 33401, to LIBERATOR MEDICAL HOLDINGS, INC. and LIBERATOR MEDICAL SUPPLY, INC. (the “Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 9th, 2009 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
THIS BUSINESS LOAN AGREEMENT dated September 4, 2009, is made and executed between Liberator Medical Holdings, Inc. (“Borrower”) and Gulfstream Business Bank, a Florida Banking Corporation (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among C. R. BARD, INC., FREEDOM MERGERSUB, INC., and LIBERATOR MEDICAL HOLDINGS, INC. Dated as of November 19, 2015Agreement and Plan of Merger • November 20th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 19, 2015, by and among (i) Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), (ii) C. R. Bard, Inc., a New Jersey corporation (“Parent”), and (iii) Freedom MergerSub, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“MergerSub”). The Company, MergerSub and Parent are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Annex I.
Security AgreementSecurity Agreement • February 16th, 2011 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores
THIS SECURITY AGREEMENT (this “Agreement”), dated as of this 11 day of February, 2011, is made by LIBERATOR MEDICAL HOLDINGS, INC. (the “Grantor”), with an address at 2979 SE Gran Park Way, Stuart, Florida 34997, in favor of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 205 Datura Street, West Palm Beach, Florida 33401.
LEASE AGREEMENTLease Agreement • July 30th, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
This Lease, made this 24 day of December, 2002, by and between Harley-Davidson of Stuart, Inc., a Florida corporation, hereinafter known as “Landlord”, whose address is 4420 Southwest Laurel Oak terrace, Palm City, FL 34990, and Liberator Medical Supply, Inc., a Florida corporation, hereinafter referred to as “Tenant”, whose address is 4330 SE Federal (Illegible) Stuart, (Illegible) 34997.
SUBORDINATION AGREEMENTSubordination Agreement • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
WHEREAS, contemporaneously with the execution and delivery of this Agreement, pursuant to a Securities Purchase Agreement, dated of as October 17, 2008 (the “Securities Purchase Agreement”), among the Obligors, Millennium Partners, L.P. (“Millennium”), as a buyer, and the other buyers party thereto (together with Millennium, the “Buyers”), each Buyer is purchasing 3% Senior Convertible Notes due 2010 from the Borrower (the “New Notes”), and in connection with the Securities Purchase Agreement, dated as of May 22, 2008, by and among the Borrower, Liberator Supply and Millennium, as the sole purchaser, Millennium purchased 3% Senior Convertible Notes due 2010 from the Borrower (together with the New Notes, the “Notes”);
STOCKHOLDERS AGREEMENTStockholders Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2010, by and between Mark A. Libratore (the “Stockholder”), and Kinderhook Partners, L.P. (“Kinderhook”).
CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LIBERATOR MEDICAL HOLDINGS, INC.Liberator Medical Holdings, Inc. • January 21st, 2016 • Retail-drug stores and proprietary stores
Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Liberator Medical Holdings, Inc., a Nevada corporation, does hereby certify as follows:
Liberator Medical Holdings, Inc. 2979 SE Gran Park Way Stuart, Florida 34997Liberator Medical Holdings, Inc. • October 21st, 2008 • Retail-drug stores and proprietary stores • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 22, 2008, among Liberator Medical Holdings, Inc. (the “Company”) and Millennium Partners, L.P. (“Millennium”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENT]Form of Registration Rights Agreement • May 27th, 2008 • Liberator Medical Holdings, Inc. • Cable & other pay television services • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of May 22, 2008, among the Company, as issuer, Liberator Medical Supply, Inc., a Florida corporation, as guarantor, and the Purchasers (the “Purchase Agreement”), the Purchasers have agreed to purchase from the Company $3,500,000 in aggregate principal amount of the Company’s 3% Senior Convertible Notes due 2010 (the “Notes”), and have issued Warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to an additional 4,375,000 aggregate shares of the Company’s common stock, par value $0.001 per share;
LEASE EXTENSION AGREEMENTLease Extension Agreement • December 14th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores
THIS AGREEMENT, made and entered into this _ day of December 2013, by and between SUNSHINE HOLDINGS, INC. (hereinafter referred to as Landlord) and LIBERATOR MEDICAL SUPPLY, INC. (hereinafter referred to as Tenant), as follows:
Revolving Line of Credit NoteLiberator Medical Holdings, Inc. • February 16th, 2011 • Retail-drug stores and proprietary stores
FOR VALUE RECEIVED, LIBERATOR MEDICAL HOLDINGS, INC. and LIBERATOR MEDICAL SUPPLY, INC. (the “Borrower”), with an address at 2979 SE Gran Park Way, Stuart, Florida 34997, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 205 Datura Street, West Palm Beach, Florida 33401, or at such other location as the Bank may designate from time to time, the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,500,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
INVESTMENT BANKING AGREEMENTBanking Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
We are pleased to reconfirm our mutual understanding regarding the retention of Littlebanc Advisors, LLC (“Littlebanc”), securities offered through Wilmington Capital Securities, LLC, by Liberator Medical Holdings, Inc., together with its subsidiaries, successors and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).
RESEARCH AND CONSULTING AGREEMENTResearch and Consulting Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
We are pleased to confirm our mutual understanding regarding the retention of Littlebanc Advisers, LLC (“Littlebanc) by Liberator Medical Holdings, Inc. together with its subsidiaries, affiliates, beneficiaries, successors, and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).
SETTLEMENT AGREEMENTSettlement Agreement • December 23rd, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores
This Settlement Agreement (Agreement) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS), Liberator Medical Supply, Inc. (“Liberator”), and relators Kimberly Herman, Amy Lestage, and Kevin Roseff (hereafter “Relators”), through their authorized representatives. The United States, Liberator, and Relators hereafter are collectively referred to as “the Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 20th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Nevada
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 19, 2015, is entered into by and among C. R. Bard, Inc., a New Jersey corporation (“Parent”), and the shareholders of Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), identified on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 20th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of November 19, 2015, by and among C. R. Bard, Inc., a New Jersey corporation (“Parent”), Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), Freedom MergerSub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“MergerSub”), and John Léger, an individual, residing at 2181 SW Dove Canyon Way, Palm City, FL 34990 (the “Restricted Person”).
Re: Waiver and Amendment under May 2008 WarrantsLiberator Medical Holdings, Inc. • October 21st, 2008 • Retail-drug stores and proprietary stores
Reference is hereby made to the Warrant to Purchase Common Stock (the “May 2008 Warrants”) issued by Liberator Medical Holdings, Inc. (the “Company”) on May 22, 2008 to Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as compensation under the Investment Banking Agreement, dated as of March 10, 2008, as supplemented by the letter agreement dated May 22, 2008, between the Company and Ladenburg, in connection with the transactions consummated under the Securities Purchase Agreement, dated as of May 22, 2008 (the “May 2008 SPA”), by and among the Company, Liberator Medical Supply, Inc., as guarantor (“Liberator Supply”), and Millennium Partners, L.P. (“Investor”), as purchaser, of the securities issued under the May 2008 SPA.
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 20th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of November 19, 2015, by and among C. R. Bard, Inc., a New Jersey corporation (“Parent”), Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), Freedom MergerSub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“MergerSub”), and Mark Libratore, an individual, residing at 2051 SE Riverside Drive, Stuart, Florida 34996 (the “Restricted Person”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 25th, 2007 • Liberator Medical Holdings, Inc. • Cable & other pay television services • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 18, 2007, by, between and among Liberator Medical Supply, a Florida corporation (the “Company”), Liberator Medical Holdings, Inc. (formerly Cardiff Communications, Inc.), a Nevada corporation (“Parent”), and Cardiff Merger, Inc., a Florida corporation, a wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent, and Merger Sub together are referred to as the “Constituent Corporations.”
Borrowing Base RiderLiberator Medical Holdings, Inc. • February 16th, 2011 • Retail-drug stores and proprietary stores
THIS BORROWING BASE RIDER (“Rider”) is executed this 11 day of February, 2011, by and between LIBERATOR MEDICAL HOLDINGS, INC. and LIBERATOR MEDICAL SUPPLY, INC. (the “Borrower”) with an address at 2979 SE Gran Park Way, Stuart, Florida 34997, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 205 Datura Street, West Palm Beach, Florida 33401. This Rider is incorporated into and made part of that certain Letter Agreement dated February , 2011, and promissory note dated February 11, 2011, and also into certain other financing documents and security agreements executed by and between the Borrower and the Bank (all such documents including this Rider are collectively referred to as the “Loan Documents”). All initially capitalized terms not otherwise defined in this Rider shall have the same meanings assigned to such terms in the other Loan Documents.
BUSINESS LEASEBusiness Lease • July 30th, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
The Landlord, for the consideration of the rents to be paid by the Tenant and the covenants to be kept by the Tenant, hereby leases the following premises to the Tenant:
CONSULTANCY AND NON-COMPETITION AGREEMENTConsultancy and Non-Competition Agreement • November 20th, 2015 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida
THIS CONSULTANCY AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of November 19, 2015, by and among C. R. Bard, Inc., a New Jersey corporation (“Parent”), Liberator Medical Holdings, Inc., a Nevada corporation (the “Company”), Freedom MergerSub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“MergerSub”), and Robert Davis, an individual, residing at 8686 Andrews Avenue, Fort Pierce, Florida 34945 (the “Restricted Person”).
