REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Agreement is made pursuant to the Security 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 “Security Agreement”), and pursuant to the Note and the Warrants referred to therein.
ContractWarrant Agreement • April 1st, 2005 • 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.
SECURITY AGREEMENT LAURUS MASTER FUND, LTD., DYNAMIC HEALTH PRODUCTS, INC. and DYNAMIC MARKETING I, INC. Dated as of: March 29, 2005Security Agreement • April 1st, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Security Agreement is made as of March 29, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), DYNAMIC HEALTH PRODUCTS, INC., a Florida corporation (the “Parent”) and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) (the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
AMENDMENT NO. 1Master Security Agreement • April 1st, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
This Amendment No. 1 (this “Amendment”), dated as of March 29, 2005, is entered into by and among DYNAMIC HEALTH PRODUCTS, INC., a Florida corporation (the “Company”), the other Assignors party to the Master Security Agreement referred to below, and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Master Security Agreement, dated as of September 30, 2004 (as amended, modified or supplemented from time to time, the “Master Security Agreement”) by and among the Company, such other Assignors and Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Master Security Agreement.
ContractSecured Convertible Minimum Borrowing Note • April 1st, 2005 • 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.
ContractSecured Revolving Note • April 1st, 2005 • 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.
