REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
ContractWarrant Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
DYNAMIC HEALTH PRODUCTS, INC. SECURITIES PURCHASE AGREEMENT September 30, 2004Securities Purchase Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2004, by and between Dynamic Health Products, Inc., a Florida corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ContractSecured Convertible Term Note • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY STOCK PLEDGE AGREEMENTSubsidiary Stock Pledge Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Subsidiary Stock Pledge Agreement (this “Agreement”), dated as of September 30, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Dynamic Health Products, Inc., a Florida corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
SUPPLEMENTAL STOCK PLEDGE AGREEMENTSupplemental Stock Pledge Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Supplemental Stock Pledge Agreement (this “Agreement”), dated as of September 30, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”) and each of the undersigned pledgors (each such undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
DYNAMIC HEALTH PRODUCTS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Dynamic Health Products, Inc., a Florida corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of
GUARANTYGuaranty • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Lender”) to or for the account of Dynamic Health Products, Inc., a Florida corporation (“Borrower”), from time to time and at any time and for other good and valuable consideration, and to induce Lender to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantor” or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns, the joint and several obligation of Borrower and Pharma Labs RX, Inc., a Nevada corporation (“Pharma Labs” and, together with Borrower, the “Credit Partes” and each, a “Credit Party”), to, upon the request of Len
