0001117768-12-000255 Sample Contracts

DEBENTURE AMENDMENT
Debenture Amendment • July 5th, 2012 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York

This DEBENTURE AMENDMENT, dated as of July 2, 2012 (this “Amendment”), is hereby made by and between ASSURED PHARMACY, INC., a Nevada corporation (the “Company”), and JOSEPH V. MCDEVITT (the “Purchaser”).

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FORM OF AMENDMENT AGREEMENT
Amendment Agreement • July 5th, 2012 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores

THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of June ___, 2012, is entered into by and between Assured Pharmacy, Inc., a Nevada corporation (the “Company”) and the holder identified on the signature page hereto (the “Holder”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Transaction Documents.

AMENDMENT AGREEMENT
Amendment Agreement • July 5th, 2012 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York

THIS AMENDMENT AGREEMENT, dated as of June 22, 2012 (this "Agreement"), by and between by Assured Pharmacy, Inc., a Nevada corporation (the "Borrower") and Brockington Securities, Inc., a New York corporation (the "Lender"), amends that revolving line of credit agreement, dated March 10, 2009 (the "Line of Credit"), as amended pursuant to the terms of that certain modification and extension agreement dated March 10, 2010 and November 10, 2011 (the "Line of Credit Amendments" and together with the Line of Credit, the "Prior Agreements").

THIRD AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • July 5th, 2012 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores

THIS THIRD AMENDMENT TO PURCHASE AGREEMENT (this "Third Amendment") is made as of this 25th day of June, 2012, by and between TPG, L.L.C. a Louisiana limited liability company ("Seller") and ASSURED PHARMACY, INC., a Nevada corporation ("Buyer"), and amends that certain Purchase Agreement dated as of December 15, 2006 by and between Seller and Buyer, as amended by that certain First Amendment dated as of July 15, 2009 and that certain Second Amendment dated as of January 31, 2011 (the "Purchase Agreement").

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