REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2008 • Nexmed Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of June, 2008 by and between NexMed, Inc., a Nevada corporation (the “Company”), and the “Purchasers” named in that Purchase Agreement of even date herewith by and between the Company and the Purchasers (the “Purchase Agreement”).
PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2008 • Nexmed Inc • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 30th day of June, 2008 by and among NEXMED, INC., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 3rd, 2008 • Nexmed Inc • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTY, dated as of June 30, 2008, made by NexMed (U.S.A), Inc., a Delaware corporation (the “Guarantor”), in favor of each of the Holders (as defined below).
MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (Fee)Mortgage, Security Agreement and Assignment of Leases and Rents • July 3rd, 2008 • Nexmed Inc • Pharmaceutical preparations
THIS MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS is made as of the 30th day of June, 2008, by NEXMED (U.S.A.), INC., a Delaware corporation having its principal place of business at 89 Twin Rivers Drive, East Windsor, New Jersey 08520 (the “Mortgagor”), to THE TAIL WIND FUND LTD., a British Virgin Islands limited liability company having an address at c/o Tail Wind Advisory and Management Ltd., Attn: David Crook, 77 Long Acre, London WC2E 9LB UK (“Tail Wind”), and SOLOMON STRATEGIC HOLDINGS, INC., a British Virgin Islands limited liability company, (collectively, the “Mortgagee”), and Tail Wind as collateral agent (including any successor collateral agent, the “Collateral Agent”).
7% CONVERTIBLE NOTE DUE DECEMBER 31, 2011 OF NEXMED, INC.Convertible Note • July 3rd, 2008 • Nexmed Inc • Pharmaceutical preparations • New York
This Note (“Note”) is one of a duly authorized issue of Notes of NEXMED, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 7% Convertible Notes Due December 31, 2011 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Five Million Seven Hundred Fifty Thousand U.S. Dollars (U.S. $5,750,000) (the “Notes”).
