|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
[FORM OF] PROMISSORY NOTE
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
FOR VALUE RECEIVED, the undersigned, Pernix Therapeutics Holdings, Inc., a Maryland corporation and a debtor and a debtor-in-possession (the “Borrower”), hereby unconditionally promises to pay to [●] (together with its successors and permitted assigns, the “Lender”) in lawful money of the United States and in immediately available funds, on the Maturity Date the principal amount of (a) [●] DOLLARS ($[●]), or, if less, (b) the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 2.6 of the Credit Agreement.
The holder of this Note is authorized to endorse on the schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, and amount of each Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, and each continuation thereof. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Loan.
This Note (a) is one of the Notes evidencing the Commitments or the Loans under that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of February 22, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Pernix Therapeutics Holdings, Inc., a Maryland corporation and a debtor and a debtor-in-possession (the “Borrower”), the Lenders from time to time party thereto, and Cantor Fitzgerald Securities, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, the “Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices