PERNIX THERAPEUTICS HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 21, 2014Indenture • February 26th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of February 21, 2014 among Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company,” as more fully set forth in Section 1.01), each of the Guarantors (collectively, the “Guarantors”, as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 26th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made effective as of February 21, 2014 (the “Effective Date”), by and among PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (“Holdings”), MACOVEN PHARMACEUTICALS, LLC, a Louisiana limited liability company (“Macoven”), PERNIX MANUFACTURING, LLC, a Texas limited liability company (“Pernix Manufacturing”), PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company (“Pernix Therapeutics”), CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (“Cypress”), GTA GP, INC., a Maryland corporation (“GTA GP”), GTA LP, INC., a Maryland corporation (“GTA LP”), GAINE, INC., a Delaware corporation (“Gaine”), RESPICOPEA, INC., a Delaware corporation (“Respicopea”), HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation (“Hawthorn”) and PERNIX SLEEP, INC., a Delaware corporation (“Pernix Sleep”; and together with Holdings, Macoven, Pernix Manufacturing, Pernix Therapeutics, Cypress, GTA GP, GTA LP
REPRESENTATION AGREEMENT dated as of February 21, 2014 between PERNIX THERAPEUTICS HOLDINGS, INC. and [ATHYRIUM OPPORTUNITIES FUND (A) LP AND ATHYRIUM OPPORTUNITIES FUND (B) LP] [CETUS CAPITAL II, LLC, LITTLEJOHN OPPORTUNITIES MASTER FUND LP AND SG...Representation Agreement • February 26th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
REPRESENTATION AGREEMENT dated as of February 21, 2014 among Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”) and [Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP (collectively, the “Investor”)] [Cetus Capital II, LLC, Littlejohn Opportunities Master Fund LP and SG Distressed Fund, LP (collectively, the “Investor”)].
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 26th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into as of February 21, 2014, among the parties identified as "Grantors" on the signature pages hereto and such other parties as may become Grantors after the date hereof (individually a "Grantor", and collectively the "Grantors") and MIDCAP FUNDING IV, LLC, a Delaware limited liability company, in its capacity as administrative agent (in such capacity, the "Agent") for the holders of the Obligations (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
AGREEMENT dated as of February 21, 2014 between Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), and the investors listed on the signature pages hereof (collectively, the “Investor”).
