SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 17, 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 direct subsidiary of the Company (“Liberator Supply”), and Liberator Health and Education Services, Inc., a Florida corporation and a wholly-owned indirect subsidiary of the Company, as guarantors (the “Guarantors”; the Guarantors and the Company are collectively referred to herein as the “Issuer Parties”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
GUARANTYGuaranty • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
This GUARANTY (this “Guaranty”), dated as of October 17, 2008, is made by Liberator Health and Education Services, Inc., a Florida corporation (the “Guarantor”), in favor of the “Noteholders” (as defined below).
SUBORDINATION AGREEMENTSubordination Agreement • October 21st, 2008 • Liberator Medical Holdings, Inc. • Retail-drug stores and proprietary stores • New York
WHEREAS, contemporaneously with the execution and delivery of this Agreement, pursuant to a Securities Purchase Agreement, dated of as October 17, 2008 (the “Securities Purchase Agreement”), among the Obligors, Millennium Partners, L.P. (“Millennium”), as a buyer, and the other buyers party thereto (together with Millennium, the “Buyers”), each Buyer is purchasing 3% Senior Convertible Notes due 2010 from the Borrower (the “New Notes”), and in connection with the Securities Purchase Agreement, dated as of May 22, 2008, by and among the Borrower, Liberator Supply and Millennium, as the sole purchaser, Millennium purchased 3% Senior Convertible Notes due 2010 from the Borrower (together with the New Notes, the “Notes”);
Liberator Medical Holdings, Inc. 2979 SE Gran Park Way Stuart, Florida 34997Liberator Medical Holdings, Inc. • October 21st, 2008 • Retail-drug stores and proprietary stores • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 22, 2008, among Liberator Medical Holdings, Inc. (the “Company”) and Millennium Partners, L.P. (“Millennium”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.
Re: Waiver and Amendment under May 2008 WarrantsLiberator Medical Holdings, Inc. • October 21st, 2008 • Retail-drug stores and proprietary stores
Reference is hereby made to the Warrant to Purchase Common Stock (the “May 2008 Warrants”) issued by Liberator Medical Holdings, Inc. (the “Company”) on May 22, 2008 to Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as compensation under the Investment Banking Agreement, dated as of March 10, 2008, as supplemented by the letter agreement dated May 22, 2008, between the Company and Ladenburg, in connection with the transactions consummated under the Securities Purchase Agreement, dated as of May 22, 2008 (the “May 2008 SPA”), by and among the Company, Liberator Medical Supply, Inc., as guarantor (“Liberator Supply”), and Millennium Partners, L.P. (“Investor”), as purchaser, of the securities issued under the May 2008 SPA.
