Registration Rights Agreement



 Exhibit 4.5 
  
 REGISTRATION RIGHTS AGREEMENT 
  

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2005, by and between Dynamic Health
Products, Inc., a Florida corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”). 
  
 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. 
  
 The Company and the Purchaser hereby agree as follows: 
  
 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Security Agreement shall have the meanings given
such terms in the Security Agreement. As used in this Agreement, the following terms shall have the following meanings: 
  
 “Commission” means the Securities and Exchange Commission. 
  
 “Common Stock” means shares of the Company’s common stock, par value $0.01 per share. 
  
 “Effectiveness Date” means (i) with respect to the initial
Registration Statement required to be filed hereunder, a date no later than one hundred five (105) days following the date hereof and (ii) with respect to each additional Registration Statement required to be filed hereunder, a date no later than
thirty (30) days following the applicable Filing Date. 
  
 “Effectiveness Period” shall have the meaning set forth in Section 2(a). 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. 
  
 “Filing Date” means, (i) with respect to the initial
Registration Statement required to be filed hereunder, a date no later than thirty (30) days following the date hereof, (ii) with respect to each $1,000,000 tranche of Loans evidenced by a Minimum Borrowing Note funded after the date hereof, the
date which is thirty (30) days after such funding of such additional $1,000,000 of Loans evidenced by a Minimum Borrowing Note, (iii) with respect to shares of Common Stock issuable to the Holder as a result of adjustments to the Fixed Conversion
Price or Exercise Price made pursuant to the Note or Section 4, the Warrant or otherwise, thirty (30) days after the occurrence of such event or the date of the adjustment of the Fixed Conversion Price or Exercise Price and (iv) with respect to any
Warrant issued after the date hereof, the date which is thirty (30) days after the issuance of such Warrant. 







 “Holder” or “Holders” means the Purchaser or any of its affiliates or
transferees to the extent any of them hold Registrable Securities. 
  
 “Indemnified Party” shall have the meaning set forth in Section 5(c). 
  
 “Indemnifying Party” shall have the meaning set forth in Section 5(c). 
  
 “Notes” has the meaning set forth in the Security Agreement. 
  
 “Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. 
  
 “Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus. 
  
 “Registrable Securities” means the shares of Common Stock issued upon the conversion of the Notes and issuable upon exercise of the Warrants. 
  
 “Registration Statement” means each registration statement required to be filed hereunder, including the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement. 
  
 “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
  
 “Rule 415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
  
 “Rule 424” means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
  

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 “Securities Act” means the Securities Act of 1933, as amended, and any successor
statute. 
  
 “Security Agreement” shall have the meaning
provided above. 
  
 “Trading Market” means any of
the NASD OTCBB, NASDAQ SmallCap Market, the Nasdaq National Market, the American Stock Exchange or the New York Stock Exchange. 
  
 “Warrants” means the Common Stock purchase warrants issued in connection with the Security Agreement, whether on or after the date
hereof. 
  
 2. Registration. 
  
 (a) On or prior to the Filing Date the Company shall prepare
and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its reasonable commercial efforts to cause the Registration
Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the
filing thereof. The Company shall use its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold
or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). 
  
 (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared
effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, either (x) the Registration Statement ceases to be effective (by suspension or otherwise) as to all
Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) and/or (y) the
Holders are notified by the Company that the most recent Prospectus relating to the Registration Statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing (without being succeeded immediately by a revised Prospectus correcting such untrue statement or including such omission, as the case 

  

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may be), for a period of time (with respect to each event set forth in this clause (iii)) which shall exceed 30 days in the aggregate per year or more than
20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period
of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred
to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of
clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and
not as a penalty, equal to one percent (1.0%) for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate outstanding principal amount of the Minimum Borrowing Notes. While such Event continues, such liquidated
damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by
the Company. 
  
 (c) Within three business days
of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued
free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing
that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to the Purchaser within the time frame set forth above. 
  
 3. Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the
registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 
  
 (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as
possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all
filings and Commission letters of comment relating thereto; 
  
 (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the
Securities Act 

  

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with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until
the expiration of the Effectiveness Period; 
  
 (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or
disposition of the Registrable Securities covered by the Registration Statement; 
  
 (d) use its commercially reasonable efforts to register or qualify the Purchaser’s Registrable Securities covered by the Registration
Statement under the securities or “blue sky” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 
  
 (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on
which the Common Stock of the Company is then listed; 
  
 (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus
contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing; and 
  
 (g) make
available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and
cause the Company’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 
  
 4. Registration Expenses. All expenses relating to the Company’s
compliance with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars, fees of, and disbursements incurred by, one counsel for the
Holders (to the extent such counsel is required due to Company’s failure to meet any of its obligations hereunder), are called “Registration Expenses”. All selling commissions applicable to the sale of Registrable Securities,
including any fees and disbursements of any special counsel to the Holders beyond those included in Registration Expenses, are called “Selling Expenses.” The Company shall only be responsible for all Registration Expenses. 
  

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 5. Indemnification. 
  
 (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to this
Agreement, the Company will indemnify and hold harmless the Purchaser, and its officers, directors and each other person, if any, who controls the Purchaser within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Purchaser, or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or
final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Purchaser, and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by or on behalf of the Purchaser or any such person in writing specifically for use in any such document; provided further, that the foregoing indemnity agreement with respect to any Prospectus shall not inure
to the benefit of any Holder, or any person controlling such Holder, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, to the extent that any such losses, claims, damages or liabilities
result from the fact that a current copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by such Holder to the person asserting any such loss, claim,
damager expense or liability, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person, if it is determined that the Company had provided such Prospectus
to such Holder within ten (10) business days of a request by such Holder and such Prospectus would have cured the defect giving rise to such loss, claim, damage, expense, or liability. 
  
 (b) In the event of a registration of the Registrable Securities under the Securities Act pursuant to this
Agreement, each Holder shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities,
joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, 

  

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claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) the failure of the Holder to deliver to the person
asserting any such loss, claim, damage, expense or liability a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) at or prior to the written confirmation of the sale of
the Registrable Securities concerned to such person, if required by law so to have been delivered and if the Company had provided such Prospectus to the Holder within ten (10) business days following a written request by the Purchaser and such
Prospectus would have cured the defect giving rise to such loss, claim, damage, expense, or liability, and (b) any untrue statement or alleged untrue statement of any material fact which was furnished in writing by the Holder to the Company
expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Holder shall
be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon (y) the failure of the Holder to deliver to the person asserting any such loss, claim, damage, expense or liability a
copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person, if
required by law so to have been delivered and if the Company had provided such Prospectus to the Holder within ten (10) business days following a written request therefor and such Prospectus would have cured the defect giving rise to such loss,
claim, damage, expense, or liability, or (z) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of the Holder specifically for
use in any such document. Notwithstanding the provisions of this paragraph, the Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable
Securities in connection with any such registration under the Securities Act. 
  
 (c) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for
indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 5(c) and shall only relieve it from any liability which it may have to such Indemnified Party under this Section
5(c) if and to the extent the Indemnifying Party is prejudiced by 

  

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such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such
Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 5(c) for any legal expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the
indemnified party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if
the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. 
  
 (d) In order to provide for just and equitable contribution
in the event of joint liability under the Securities Act in any case in which either (i) the Purchaser, or any officer, director or controlling person of the Purchaser, makes a claim for indemnification pursuant to this Section 5 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Purchaser or such officer, director or controlling person of the Purchaser in
circumstances for which indemnification is provided under this Section 5; then, and in each such case, the Company and the Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion so that the Purchaser is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the Registration Statement bears to the public offering
price of all securities offered by such Registration Statement, provided, however, that, in any such case, (A) the Purchaser will not be required to contribute any amount in excess of the public offering price of all such securities offered by it
pursuant to such Registration Statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation. 
  

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 6. Representations and Warranties. 
  
 (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act
and, except with respect to certain matters which the Company has disclosed to the Purchaser on Schedule 12(u) to the Security Agreement, the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents
required to be filed by it under the Exchange Act. The Company has filed (i) its Annual Report on Form 10-KSB for its fiscal year ended March 31, 2004 and (ii) its Quarterly Report on Form 10-QSB for the fiscal quarters ended June 30, 2004,
September 30, 2004 and December 31, 2004 (collectively, the “SEC Reports”). Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the
financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes
or may be condensed) and fairly present in all material respects the financial condition, the results of operations and the cash flows of the Company and its subsidiaries, on a consolidated basis, as of, and for, the periods presented in each such
SEC Report. 
  
 (b) The Company shall cause the
shares of Common Stock issuable upon conversion of the Note and upon the exercise of the Warrant to be eligible for trading on the NASD OTCBB (the “Principal Market”) and shall maintain such eligibility so long as any other shares of
Common Stock shall be quoted on such Principal Market. The Company will maintain the quotation of its Common Stock on the Principal Market (or such other market acceptable to the Purchaser), and will comply in all material respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of the National Association of Securities Dealers (“NASD”) and such exchanges, as applicable. 
  
 (c) Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or solicited any offers to buy any security (other than an offering to Laurus under a Securities Purchase Agreement between the Parent and Laurus dated as of September 30, 2004) under
circumstances that would cause the offering of the Securities pursuant to the Security Agreement to be integrated with prior offerings by 

  

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the Company for purposes of the Securities Act which would prevent the Company from selling the Common Stock pursuant to Rule 506 under the Securities Act,
or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

  
 (d) The Warrants, the Note and the shares of
Common Stock which the Purchaser may acquire pursuant to the Warrants and the Note are all restricted securities under the Securities Act as of the date of this Agreement. The Company will not issue any stop transfer order or other order impeding
the sale and delivery of any of the Registrable Securities at such time as such Registrable Securities are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. 

 
 (e) The Company understands the nature of the Registrable
Securities issuable upon the conversion of the Note and the exercise of the Warrant and recognizes that the issuance of such Registrable Securities may have a potential dilutive effect. The Company specifically acknowledges that its obligation to
issue the Registrable Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. 
  
 (f) Except for agreements made in the ordinary course of
business, there is no agreement that has not been filed with the Commission as an exhibit to a registration statement or to a form required to be filed by the Company under the Exchange Act, the breach of which could reasonably be expected to have a
material and adverse effect on the Company and its subsidiaries, or would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement in any material respect. 
  
 (g) The Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock for the full conversion of the Note and exercise of the Warrants. 
  
 7. Miscellaneous. 
  
 (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.

  
 (b) No Piggyback on Registrations.
Except as and to the extent specified in Schedule 7(b) hereto, none of the Company’s security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statement other than the
Registrable Securities, and the Company 

  

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shall not after the date hereof enter into any agreement providing any such right for inclusion of shares in the Registration Statement to any of its
security holders. Except as and to the extent specified in Schedule 7(b) hereto, the Company has not previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been fully
satisfied. 
  
 (c) Compliance. Each Holder
covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. 
  
 (d) Discontinued Disposition. Each Holder agrees by
its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a Discontinuation Event (as defined below), such Holder will forthwith discontinue disposition of such Registrable Securities under
the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may
provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of this Section 7(d), a “Discontinuation Event” shall mean (i) when the Commission notifies the Company whether there will be a “review” of
such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the
Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that
makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
  

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 (e) Piggy-Back Registrations. If at any time during the Effectiveness Period there
is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of
others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen days after
receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered to the extent the Company may do so
without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required the consent of any selling
stockholder(s) to such inclusion under such registration statement. 
  
 (f) Obligations of the Holders. 
  
 (i) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or 3 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to
the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. 

 
 (ii) The Purchaser hereby represents and agrees with the
Company as follows: 
  
 (a) All sales of the
Registrable Securities included in the registration will be made in a manner contemplated by the SEC’s General Instructions for use of the applicable registration statement form; 
  
 (b) All sales of Registrable Securities by the Purchaser shall be made in compliance with the Securities
Act, and Purchaser shall immediately cease making sales of Registrable Securities under the Registration Statement after being notified by the Company pursuant to paragraph 3(f) that the most recent Prospectus relating thereto includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and 
  

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 (c) The Purchaser shall pay all sales commissions, underwriting discounts, and fees and
expenses of its legal counsel pertaining to the public offering of the Registrable Securities included in the registration. 
  
 (g) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders
may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence. 
  
 (h) Notices. Any notice or request hereunder may be given to the Company or the Purchaser at the respective addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this Section
7(h). Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, Federal Express or other national overnight next day carrier (collectively, “Courier”) or
telecopy (confirmed by mail). Notices and requests shall be, in the case of those by hand delivery, deemed to have been given when delivered to any party to whom it is addressed, in the case of those by mail or overnight mail, deemed to have been
given three (3) business days after the date when deposited in the mail or with the overnight mail carrier, in the case of a Courier, the next business day following timely delivery of the package with the Courier, and, in the case of a telecopy,
when confirmed. The address for such notices and communications shall be as follows: 
  

			
	 If to the Company:
	 	 Dynamic Health Products, Inc.
 6911 Bryan Dairy Road, Suite 210
 Largo, Florida 33777
 Attention: Chief Financial Officer
 Facsimile: (727) 329-1846

		
	 	 	 with a copy to:

		
	 	 	 Shumaker, Loop & Kendrick, LLP
 101 East Kennedy Boulevard, Suite 2800
 Tampa, Florida 33602

	 	 	 Attention: Gregory C. Yadley, Esq.
 Facsimile: (813) 229-1660


  

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	If to a Purchaser:	 	To the address set forth under such Purchaser name on the signature pages hereto.
		
	 If to any other Person who is
 then the
registered Holder:
	 	To the address of such Holder as it appears in the stock transfer books of the Company

  
 or such other address
as may be designated in writing hereafter in accordance with this Section 7(h) by such Person. 
  
 (i) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the
manner and to the Persons as permitted under the Notes and the Security Agreement with the prior written consent of the Company, which consent shall not be unreasonably withheld. 
  
 (j) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof. 
  
 (k) Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough
of Manhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is
improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service 

  

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shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. 
  
 (l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 

 
 (m) Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect
and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable. 
  
 (n) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK; 
 SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first
written above. 
  

							
	 DYNAMIC HEALTH PRODUCTS, INC.
	 	 LAURUS MASTER FUND, LTD.

				
	 By:
	 	 /s/ Mandeep K. Taneja

	 	 By:
	 	 /s/ David Grin


	 Name:
	 	 Mandeep K. Taneja
	 	 Name:
	 	David Grin
	 Title:
	 	 CEO
	 	 Title:
	 	Director
			
	 	 	 	 	 Address for Notices:
  
 825 Third Avenue – 14th Floor
 New York, NY 10022
 Attention:     David Grin
 Facsimile:      212-541-4434

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 

  

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 EXHIBIT A 
  

[Month     , 2005] 
  

	
	 [Continental Stock Transfer
   & Trust
Company
 Two Broadway
 New York, NY 10004
 Attn: William Seegraber]


  

	 	Re:	Dynamic Health Products, Inc.. Registration Statement on Form SB-2 

  
 Ladies and Gentlemen: 
  
 As counsel to Dynamic Health Products, Inc., a Florida corporation (the “Company”), we have been requested to render our opinion to you in
connection with the resale by the individuals or entitles listed on Schedule A attached hereto (the “Selling Stockholders”), of an aggregate of [amount]shares (the “Shares”) of the Company’s Common Stock. 
  
 A Registration Statement on Form SB-2 under the Securities Act of 1933, as
amended (the “Act”), with respect to the resale of the Shares was declared effective by the Securities and Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We understand that the Shares are to be offered and sold in
the manner described in the Prospectus. 
  
 Based upon the
foregoing, upon request by the Selling Stockholders at any time while the registration statement remains effective, it is our opinion that the Shares have been registered for resale under the Act and new certificates evidencing the Shares upon their
transfer or re-registration by the Selling Stockholders may be issued without restrictive legend. We will advise you if the registration statement is not available or effective at any point in the future. 
  
 Very truly yours, 
  
  
 [Company counsel] 
  

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