REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2005, among DrugMax, Inc., a Nevada corporation (the “Company”), and AmerisourceBergen Drug Corporation, a Delaware corporation (“Purchaser”).
ContractAgreement • March 25th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
THIS AGREEMENT AND THE RIGHTS OF THE SECURED PARTY EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED MARCH 21, 2005 AMONG FAMILYMEDS, INC., DRUGMAX, INC., VALLEY DRUG COMPANY, AND VALLEY DRUG COMPANY SOUTH, AS THE COMPANIES, AMERISOURCEBERGEN DRUG CORPORATION AS THE SUBORDINATED CREDITOR AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, AND ANY FUTURE SENIOR LENDERS, AS SENIOR LENDER (SUCH AGREEMENT, THE “SUBORDINATION AGREEMENT”). ANY ASSIGNEE BY ACCEPTANCE OF SUCH ASSIGNMENT AGREES TO BE BOUND BY THE TERMS THEREOF.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY DRUGMAX, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.] PRIME WAREHOUSE SUPPLIER AGREEMENTConfidential Treatment • March 25th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Agreement is made as of the 28th day of December, 2004, is by and between Familymeds, Inc., a Connecticut corporation, and Valley Drug Company South, a Louisiana corporation hereinafter collectively known as “Customer” and D&K Healthcare Resources, Inc. hereinafter known as “D&K”.
SUBORDINATION AGREEMENTSubordination Agreement • March 25th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AGREEMENT, dated as of March 21, 2005, is made and entered into by and among DRUGMAX, INC., a Nevada corporation (“DrugMax”), VALLEY DRUG COMPANY, an Ohio corporation (“Valley”); VALLEY DRUG COMPANY SOUTH, a Louisiana corporation (“Valley South”), FAMILYMEDS, INC., a Connecticut corporation (“Familymeds”; DrugMax, Valley, Valley South and Familymeds each a “Company” and, collectively, the “Companies”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), as Agent (the “Agent”) for the Lenders referenced below, and AMERISOURCEBERGEN DRUG CORPORATION, a Delaware (the “Subordinated Creditor”).
The security represented hereby has not been registered under the Securities Act of 1933, as amended (the “Act”). This security cannot be sold or otherwise transferred unless this security is registered under the Act or the Company is furnished with...Drugmax Inc • March 25th, 2005 • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
This Note and the indebtedness evidenced hereby are subordinated in the manner and to the extent set forth herein; and each holder of this Note, by its acceptance hereof, shall be bound by the subordination provisions hereof.
