ContractIndenture • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.03 Denominations: Provisions for Payment 8 Section 2.04 Execution and Authentications 9 Section 2.05 Registration of Transfer and Exchange 9 Section 2.06 Temporary Securities 10 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 11 Section 2.08 Cancellation 12 Section 2.09 Benefits of Indenture 12 Section 2.10 Authenticating Agent 12 Section 2.11 Global Securities 12 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 13 Section 3.01 Redemption 13 Section 3.02 Notice of Redemption 14 Section 3.03 Payment Upon Redemption 15 Section 3.04 Sinking Fund 15 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 15 Section 3.06 Redemption of Securities for Sinking Fund 16
PERNIX THERAPEUTICS HOLDINGS, INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF []Preferred Stock Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Pernix Therapeutics Holdings, Inc. , a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF []Common Stock Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Pernix Therapeutics Holdings, Inc. , a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
PERNIX THERAPEUTICS HOLDINGS, INC. and [], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF[]Warrant Agreement • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDENTUREIndenture • November 7th, 2014 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [], 201 , among PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
