0001354488-13-005792 Sample Contracts

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
Warrant Agreement • October 21st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] 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 [DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the eight 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 [AMOUNT] 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).

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SUBORDINATION AGREEMENT Option 2 only
Subordination Agreement • October 21st, 2013 • Assured Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York

This SUBORDINATION AGREEMENT, dated as of _______, 2013 (the “Agreement”), between ASSURED PHARMACY, INC., a Nevada corporation (the “Obligor”), and ____________________________ (the “Subordinated Creditor”).

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