Registration Rights Agreement Dated as of July 25, 2006 between New River Pharmaceuticals Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • July 27th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 25th day of July, 2006, between New River Pharmaceuticals Inc., a Virginia corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”).
NEW RIVER PHARMACEUTICALS INC. (a Virginia corporation)Purchase Agreement • July 27th, 2006 • New River Pharmaceuticals Inc • Pharmaceutical preparations • New York
New River Pharmaceuticals Inc., a Virginia corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and W.R. Hambrecht + Co., LLC (together with Merrill Lynch, the “Initial Purchasers”), for whom Merrill Lynch is acting as representative, with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $125,000,000 aggregate principal amount of the Company’s Convertible Subordinated Notes due 2013 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $18,750,000 aggregate principal amount of the Company’s Convertible Subordinated Notes due 2013 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securit
Confirmation of OTC Warrant TransactionNew River Pharmaceuticals Inc • July 27th, 2006 • Pharmaceutical preparations • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
