SECURITY AGREEMENTSecurity Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware, whose address is 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
GUARANTY AGREEMENTGuaranty Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining • Nevada
THIS GUARANTY AGREEMENT is dated as of February 28, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).
CONVERTIBLE PROMISSORY NOTEConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
FOR VALUE RECEIVED, PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., whose address is 9337 Fraser Avenue, Silver Spring, Maryland 20910 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 1404 Rodman Street, Hollywood, Florida 33020, on or before the Maturity Date, the lesser of: (i) Six Hundred Thousand and No/100 United States Dollars (US$600,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured credit facility agreement, dated as of February 28, 2013, executed by and among the Borrower, as borrower, Pharmagen Distribution, LLC, Pharmagen Laboratories, Inc. and Pharmagen Nutriceuticals, Inc., as joint and several guarantors, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), togethe
TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTEConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Promissory Note”), issued pursuant to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the “Guarantor” and together with Borrower, the “
CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the “Guarantor” and together with Borrower, the “Credit Parties”), and (iii) TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in
VALIDITY GUARANTYGuaranty • April 12th, 2013 • Pharmagen, Inc. • Metal mining
This Validity Guaranty, dated as February 28, 2013 (as amended, restated or modified from time to time, the “Validity Guaranty”), is made by MACKIE BARCH (the “Guarantor”), for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).
Telephone: (_____) ________________ Facsimile: (_____) _________________ Attorney for TCA Global Credit Master Fund, LPPharmagen, Inc. • April 12th, 2013 • Metal mining
TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Island limited partnership, Plaintiff, vs. PHARMAGEN, INC., a Nevada corporation, and PHARMAGEN DISTRIBUTION, LLC, a Delaware limited liability company, PHARMAGEN LABORATORIES, INC., a New York corporation, and PHARMAGEN NUTRICEUTICALS, INC., a Delaware corporation Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) JUDGMENT BY CONFESSION Case No._____________________________ Judge_______________________________
CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the “Guarantor” and together with Borrower, the “Credit Parties”), and (iii) TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in
SENIOR SECURED CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$2,000,000 BY AND AMONG PHARMAGEN, INC., as Borrower, PHARMAGEN DISTRIBUTION, LLC, PHARMAGEN LABORATORIES, INC. PHARMAGEN NUTRICEUTICALS, INC. as Joint and Several Guarantors, AND TCA GLOBAL...Senior Secured Credit Facility Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining • Nevada
This SENIOR SECURED CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of February 28, 2013 (the “Effective Date”), is executed by and among (i) PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) PHARMAGEN DISTRIBUTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, PHARMAGEN LABORATORIES, INC., a corporation incorporated under the laws of the State of New York and formerly known as BryceRx Laboratories, Inc., PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware, as joint and several guarantors (collectively, the “Guarantors” and each a “Guarantor” and together with the Borrower, the “Credit Parties”), and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a li
AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG PHARMAGEN, INC., as Borrower, PHARMAGEN DISTRIBUTION, LLC, PHARMAGEN LABORATORIES, INC. PHARMAGEN NUTRICEUTICALS, INC. as Joint and...Credit Facility Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining • Nevada
THIS AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 29TH day of March, 2013, by and among (i) PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) PHARMAGEN DISTRIBUTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, PHARMAGEN LABORATORIES, INC., a corporation incorporated under the laws of the State of New York and formerly known as BryceRx Laboratories, Inc., PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware, as joint and several guarantors (collectively, the “Guarantors” and each a “Guarantor” and together with the Borrower, the “Credit Parties”), and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of th
IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENTTransfer Agent Acknowledgement and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining • Nevada
THIS IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT (as amended, restated and modified from time to time, the “Agreement”) is made and entered into as of this 28TH day of February, 2013, by and among PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), ACTION STOCK TRANSFER CORPORATION (the “Transfer Agent”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender” or “TCA”).
