FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________________ (the “Purchaser”) or his or its assigns (collectively with the Purchaser, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Final Closing Date under the Purchase Agreement (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Assured Pharmacy, Inc., a Nevada corporation (the “Company”), up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2013 by and among Assured Pharmacy, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENT for common stockSecurities Purchase Agreement • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2013, (the “Agreement Date”) between Assured Pharmacy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT AGREEMENTAmendment Agreement • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
THIS AMENDMENT AGREEMENT, dated as of November 12, 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, as amended pursuant to the terms of that certain modification and extension agreement dated March 10, 2010, as amended pursuant to the terms of that certain modification and extension agreement dated March 10, 2010 (the “Line of Credit Amendment” and together with the Line of Credit, the “Prior Agreements”).
FORM OF SUBSCRIPTION AGREEMENT FOR COMMON STOCKSubscription Agreement • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores
This subscription booklet contains your Subscription Agreement and other documents that, if you wish to invest in Units, must be executed and returned to Mark Elenowitz at TriPoint Global Equities, LLC via mail: 17 State Street, Suite 2000, New York, NY 10004; Fax: +1 212 202 6380; or email: mark@tripointglobalequities.com. TriPoint Global Equities, LLC is acting as Placement Agent. You should consult with an attorney, accountant, investment adviser or other adviser regarding an investment in the Company and its suitability for you. All subscription documents must be completed correctly and thoroughly or they will not be accepted. If you wish to invest, please complete, sign and return the documents included herein.
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • April 1st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • California
AGREEMENT made this 1st day of February, 2013 by and among H.D. Smith Wholesale Drug Co., having its principal place of business at 3063 Fiat Ave., Springfield, IL, a corporation formed under the laws of the State of Delaware, (hereinafter "Lender" or "Supplier"), and Assured Pharmacy, Inc., having an office located at 2595 Dallas Parkway, Suite 206, Hall Office Park, Frisco, TX 75034, a corporation formed under the laws of the State of Nevada (hereinafter "Borrower" or "Purchaser"),
