0000950123-10-023597 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 9, 2010, by and between Liberator Medical Holdings, Inc., a Nevada corporation with headquarters located at 2979 SE Gran Park Way, Stuart, Florida 34997 (the “Company”), and Kinderhook Partners, L.P. (the “Investor”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York

STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2010, by and between Mark A. Libratore (the “Stockholder”), and Kinderhook Partners, L.P. (“Kinderhook”).

INVESTMENT BANKING AGREEMENT
Banking Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida

We are pleased to reconfirm our mutual understanding regarding the retention of Littlebanc Advisors, LLC (“Littlebanc”), securities offered through Wilmington Capital Securities, LLC, by Liberator Medical Holdings, Inc., together with its subsidiaries, successors and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).

RESEARCH AND CONSULTING AGREEMENT
Research and Consulting Agreement • March 11th, 2010 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • Florida

We are pleased to confirm our mutual understanding regarding the retention of Littlebanc Advisers, LLC (“Littlebanc) by Liberator Medical Holdings, Inc. together with its subsidiaries, affiliates, beneficiaries, successors, and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).

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