EXCHANGE AGREEMENTExchange Agreement • August 1st, 2018 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
AMENDMENT NO. 2 (TERM LOAN CREDIT AGREEMENT)Term Loan Credit Agreement • August 1st, 2018 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
AMENDMENT NO. 2 dated as of August 1, 2018 (this “Amendment”) to the Credit Agreement dated as of July 21, 2017 (the “Credit Agreement”) among PERNIX IRELAND PAIN DESIGNATED ACTIVITY COMPANY (f/k/a Pernix Ireland Pain Limited), a designated activity company organized under the laws of the Republic of Ireland (the “Borrower”), the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent for the lenders (the “Agent”).
AMENDMENT NO. 3 (ABL CREDIT AGREEMENT)Abl Credit Agreement • August 1st, 2018 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
AMENDMENT NO. 3 dated as of August 1, 2018 (this “Amendment”) to the Credit Agreement dated as of July 21, 2017 (as amended, restated, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among 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 Pharmaceuticals, Inc., a Mississippi corporation (“Hawthorn”, and together with Parent, Therapeutics, Sleep, Cypress, Gaine, Respicopea and Macoven, collectively, jointly and severally, the “Borrowers”, and individually, each a “Borrower”), each other Loan Party, the lenders party t
EXCHANGE AGREEMENTExchange Agreement • August 1st, 2018 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
Deerfield Partners, L.P. (“DP”), Deerfield Special Situations Fund, L.P. (“DSSF”), Deerfield Private Design International II, L.P. (“DPDI”) and Deerfield Private Design Fund II, L.P. (“DPDF”, together with DP, DSSF and DPDI, the “Holders” and each, a “Holder”) enter into this Exchange Agreement (the “Agreement”) with Pernix Therapeutics Holdings, Inc. (the “Company”) on August 1, 2018 whereby the Holders will (a) exchange the principal amount of the Company’s 12% Senior Secured Notes due 2020 (the “Existing Securities”) set forth in Section 1.1 for shares of common stock of the Company (the “Common Stock”) (such exchange transaction to be called the “Common Exchange”) and (b) exchange the Existing Securities set forth in Section 1.1 for shares of perpetual convertible preferred stock of the Company as set forth in the articles supplementary establishing and fixing the preferences, rights and limitations of 0% Series C Perpetual Convertible Preferred Stock attached as Exhibit A to this
