Form of Notes for Initial $375,000] SECURED PROMISSORY NOTESecured Promissory Note • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec
FOR VALUE RECEIVED, QMED, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to ________ (the “Lender”), the principal sum of (a) ____ HUNDRED _______ THOUSAND DOLLARS ($___,000.00) (the “Loan” or the “Principal Amount”), together with interest on the unpaid balance thereof at the rate or rates hereinafter set forth, on the earlier of the following dates (such earlier date, the “Maturity Date”): (x) March __, 2010, (y) the closing of any Stock Sale Transaction or Asset Sale Transaction (as such terms are defined in that certain Securities Purchase Agreement dated as of even date herewith (the “Purchase Agreement”), among Borrower, Lender, and ______), or (z) any date from and after November 1, 2008, designated by Lender in a notice to Borrower, which date shall be not less than 10 days after receipt of such notice by Borrower. Interest shall accrue on the unpaid balance of the Principal Amount at the rate of EIGHTEEN PERCENT (18.00%) per annum, from a
SECURITY AGREEMENTSecurity Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec
SECURITY AGREEMENT (this “Agreement”) dated as of March __, 2008, by and among QMED, INC., a Delaware corporation (the “Borrower”) having a mailing address at 25 Christopher Way, Eatontown, New Jersey 07724, John Gargana, an individual having a mailing address at 1430 Bristol Park Place, Heathrow, FL 32746.(“Gargana”), Barry Levine, an individual having a mailing address at 19993 Boca West Drive, Boca Raton, FL 33434 (“Levine”), Michael W. Cox, an individual having a mailing address at 3150 North Course Lane, Apt 308, Pompano Beach, Fl 33069 (“Cox”; Gargana, Levine and Cox hereinafter collectively referred to herein as “Secured Parties”), and Michael W. Cox, as collateral agent hereunder (“Collateral Agent”).
ESCROW AGREEMENTEscrow Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • New York
Escrow Agreement dated as of March __, 2008 by and among QMED, Inc., a Delaware corporation (“QMED”), John Gargana, Barry Levine and Michael W. Cox (collectively, the “Investors”) and Troutman Sanders LLP, a Georgia limited liability partnership (the "Escrow Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 20th day of March, 2008, by and among QMED, Inc., a Delaware corporation (the “Company”), and the investors, severally and not jointly, listed on Schedule A and who are signatories hereto, each of which is herein referred to as an “Investor.”
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • Delaware
THIS TRADEMARK SECURITY AGREEMENT, dated as of March __, 2008 (the “Agreement”) by and between QMED, Inc., a Delaware corporation (the “Borrower”) and Michael W. Cox, as the Collateral Agent for the Secured Parties under the Security Agreement.
PATENT SECURITY AGREEMENTPatent Security Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • Delaware
THIS PATENT SECURITY AGREEMENT, dated as of March _, 2008, between Q-Med, Inc., a Delaware corporation (the “Borrower”), and Michael W. Cox, as Collateral Agent for the Secured Parties under the Security Agreement (the “Collateral Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • Delaware
THIS COPYRIGHT SECURITY AGREEMENT, dated as of March __, 2008 (the “Agreement”), by and between QMED, Inc., a Delaware corporation (the “Borrower”), and Michael W. Cox, as the Collateral Agent for the Secured Parties under the Security Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec
AGREEMENT dated as of March __, 2008 (“Agreement”), by and between QMed, Inc. (“QMed”), a Delaware corporation, with a principal place of business at 25 Christopher Way, Eatontown, New Jersey 07724, and Michael W. Cox, (“Cox”), with a mailing address at 20149 Fairfax Drive, Boca Raton, Florida 33434.
