CREDIT AGREEMENT by and among CANTOR FITZGERALD SECURITIES as Agent, THE LENDERS THAT ARE PARTY HERETO as the Lenders, PERNIX THERAPEUTICS HOLDINGS, INC., PERNIX THERAPEUTICS, LLC, PERNIX SLEEP, INC., CYPRESS PHARMACEUTICALS, INC., HAWTHORN...Credit Agreement • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of July 21, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), Cantor Fitzgerald Securities, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Parent”), PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company (“Therapeutics”), PERNIX SLEEP, INC., a Delaware corporation (“Sleep”), CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (“Cypress”), GAINE, INC., a Delaware corporation (“Gaine”), RESPICOPEA INC., a Delaware corporation (“Respicopea”), MACOVEN PHARMACEUTICALS, L.L.C., a Louisiana limited liability company (“Macoven”) and HAWTHORN PHARMAC
Registration Rights Agreement Dated As of July 21, 2017 between Pernix Therapeutics Holdings, Inc.,Registration Rights Agreement • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Agreement is made in connection with the Exchange Agreement, dated as of July 20, 2017, by and among Pernix, Pernix Ireland Pain Limited, a company organized under the laws of Ireland (the “Issuer”), the Guarantors party thereto (the “Guarantors”) and the Initial Holders, which provide for, among other things, the issuance by the Issuer to the Initial Holders of (i) an aggregate of $35.0 million aggregate principal amount of new 4.25%/5.25% Exchangeable Senior PIK Toggle Notes due 2022 (the “Notes”) in exchange for $50.0 million aggregate principal amount of convertible notes of Pernix held by the Initial Holders, and (ii) 1,100,498 million shares (the “Exchange Shares”) of Pernix’s common stock, par value $0.01 (the “Common Stock”).
PERNIX Ireland Pain Limited, as Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 21, 2017 4.25%/5.25% Exchangeable Senior Notes due 2022Indenture • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of July 21, 2017 among PERNIX Ireland Pain Limited, a private company limited by shares incorporated under the laws of the Republic of Ireland, as issuer (the “Issuer,” as more fully set forth in Section 1.01), PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation, as parent and parent guarantor (“Holdings,” as more fully set forth in Section 1.01), the Initial Subsidiary Guarantors (as defined below, and, together with Holdings, the “Guarantors,” as more fully set forth in Section 1.01) and Wilmington Trust, National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Amendment no. 2 to THE interim settlement agreement BETWEEN pERNIX AND gskInterim Settlement Agreement • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 to the interim settlement agreement (this “Amendment No. 2”), dated as of July 20, 2017, is entered into by and between Pernix Therapeutics Holdings, Inc. (“Pernix Holdings”) and Pernix Ireland Limited (“Pernix Ireland” and together with Pernix Holdings, “Pernix”), on the one hand, and Glaxo Group Limited, GlaxoSmithKline LLC, GlaxoSmithKline Intellectual Property Holdings Limited and GlaxoSmithKline Intellectual Property Management Limited (collectively, “GSK”), on the other. Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT by and among CANTOR FITZGERALD SECURITIES, as Agent, THE LENDERS THAT ARE PARTY HERETO as the Lenders, and PERNIX IRELAND PAIN LIMITED as Borrower Dated as of July 21, 2017Credit Agreement • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of July 21,, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), Cantor Fitzgerald Securities, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”) and Pernix IRELAND PAIN LIMITED, a private company limited by shares incorporated under the laws of the Republic of Ireland (and expected to be converted after the Closing Date to a designated activity company incorporated under the laws of Ireland and in connection therewith, renamed as Pernix Ireland Pain Designated Activity Company) (the “Borrower”).
PERNIX THERAPEUTICS HOLDINGS, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AND as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 21, 2017 12% Senior Secured Notes due 2020Second Supplemental Indenture • July 21st, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of July 21, 2017, by and among Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Issuer”), Pernix Holdco 1, LLC, a Delaware limited liability company, Pernix Holdco 2, LLC, a Delaware limited liability company and Pernix Holdco 3, LLC, a Delaware limited liability company (each, a “New Guarantor” and collectively, the “New Guarantors”) and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
