SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2008 • Liberator Medical Holdings, Inc. • Cable & other pay television services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2008, by and among Liberator Medical Holdings, Inc., a Nevada corporation, with headquarters located at 2979 South East Gran Park Way, Stuart, Florida 34997 (the “Company”), as issuer, Liberator Medical Supply, Inc., a Florida corporation and a wholly-owned subsidiary of the Company, as guarantor (the “Guarantor” and, together with the Company, the “Issuer Parties”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF GUARANTY]Guaranty • May 27th, 2008 • Liberator Medical Holdings, Inc. • Cable & other pay television services • New York
This GUARANTY (this “Guaranty”), dated as of May 22, 2008, is made by Liberator Medical Supply, Inc., a Florida corporation (the “Guarantor”), in favor of the “Noteholders” (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENT]Registration Rights Agreement • May 27th, 2008 • Liberator Medical Holdings, Inc. • Cable & other pay television services • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of May 22, 2008, among the Company, as issuer, Liberator Medical Supply, Inc., a Florida corporation, as guarantor, and the Purchasers (the “Purchase Agreement”), the Purchasers have agreed to purchase from the Company $3,500,000 in aggregate principal amount of the Company’s 3% Senior Convertible Notes due 2010 (the “Notes”), and have issued Warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to an additional 4,375,000 aggregate shares of the Company’s common stock, par value $0.001 per share;
