0000893220-09-001232 Sample Contracts

AGREEMENT TO AMEND 12.5% MARCH EXCHANGE SECURED CONVERTIBLE NOTES DUE JULY 1, 2011
BMP Sunstone CORP • May 19th, 2009 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS AGREEMENT TO AMEND 12.5% MARCH EXCHANGE SECURED CONVERTIBLE NOTES DUE JULY 1, 2011, dated May 14, 2009 (this “Agreement”), is entered into by BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the other signatories hereto (collectively, the “Applicable Noteholders”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original Notes (as defined below).

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SECOND AGREEMENT TO AMEND 12.5% MARCH CASH SECURED CONVERTIBLE NOTES DUE JULY 1, 2011
Second Agreement • May 19th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS SECOND AGREEMENT TO AMEND 12.5% MARCH CASH SECURED CONVERTIBLE NOTES DUE JULY 1, 2011, dated May 14, 2009 (this “Agreement”), is entered into by BMP Sunstone Corporation, a Delaware corporation (the “Company”), and James I. Freeman (the “Applicable Noteholder”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original Notes (as defined below).

THIRD AGREEMENT TO AMEND 12.5% SECURED CONVERTIBLE NOTES DUE JULY 1, 2011
Third Agreement • May 19th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS THIRD AGREEMENT TO AMEND 12.5% SECURED CONVERTIBLE NOTES DUE JULY 1, 2011, dated May 14, 2009 (this “Agreement”), is entered into by BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the other signatories hereto (collectively, the “Applicable Noteholders”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original Notes (as defined below).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 19th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2009, between BMP Sunstone Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462, and The Bank of New York Mellon, as trustee (herein called the “Trustee”).

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