THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Common Stock Purchase Warrant • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS IS TO CERTIFY THAT ___________________________________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from DrugMax, Inc., a Nevada corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $.__ per share, all on and subject to the terms and conditions hereinafter set forth.
EMPLOYMENT AGREEMENT SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICEREmployment Agreement • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
Agreement made as of this 14 day of August, 2006, by and between James E. Searson (the “Employee”) and Familymeds Group, Inc. (f/k/a DrugMax, Inc.) (the “Company”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of June 23, 2006, by and among DrugMax, Inc., a Nevada corporation (the “Company”), and Deerfield Special Situations Fund, L.P., a Delaware limited partnership, and Deerfield Special Situations Fund International Limited, a British Virgin Islands company (collectively, the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENT by and among DrugMax, Inc., as Issuer and Seller, and Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International, Limited, as Purchasers June 23, 2006Note and Warrant Purchase Agreement • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) dated as of June 23, 2006, by and among DrugMax, Inc., a Nevada corporation (the “Seller”), Deerfield Special Situations Fund, L.P., a Delaware limited partnership (“Deerfield L.P.”), and Deerfield Special Situations Fund International, Limited, a British Virgin Islands company (“Deerfield International”). Each of Deerfield L.P. and Deerfield International is referred to as a “Purchaser,” and collectively as the “Purchasers.”
SECURITY AGREEMENTSecurity Agreement • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Security Agreement (this “Agreement”), dated as of June 23, 2006, is made by DRUGMAX, INC., a Nevada corporation (“Borrower”), in favor of DEERFIELD SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership, as collateral agent for the holders (the “Holders”) of the Notes referred to below (the “Collateral Agent”).
SECURED PROMISSORY NOTEFamilymeds Group, Inc. • August 15th, 2006 • Wholesale-drugs, proprietaries & druggists' sundries • New York
DRUGMAX, INC., a Nevada corporation (“Borrower”), for value received, hereby unconditionally promises to pay to the order of _______________________., a Delaware limited partnership (“Lender”), the principal sum of __________________________, together with interest thereon, on the terms set forth below.
