GeoPharma, Inc. Sample Contracts

GeoPharma, Inc. – Contract (August 6th, 2010)

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

GeoPharma, Inc. – ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF GEOPHARMA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 607.0602 OF THE FLORIDA GENERAL CORPORATION (August 6th, 2010)
GeoPharma, Inc. – NOTE PURCHASE AND REPAYMENT AGREEMENT (August 6th, 2010)

THIS NOTE PURCHASE AND REPAYMENT AGREEMENT (the “Agreement”) is made effective as of August 2, 2010, by and between GeoPharma, Inc., a Florida corporation (the “Company”), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the “Whitebox”).

GeoPharma, Inc. – ASSET AND STOCK PURCHASE AGREEMENT (August 6th, 2010)

THIS ASSET AND STOCK PURCHASE AGREEMENT is made and entered into as of August 2, 2010 by and among Belcher Pharmaceuticals, Inc., a Florida corporation (“Seller”), GeoPharma, Inc., a Florida corporation (“GeoPharma”), and Belcher Pharmaceuticals Acquisition, LLC, a Florida limited liability company (“Buyer”).

GeoPharma, Inc. – SECURITIES EXCHANGE AGREEMENT (August 6th, 2010)

This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2010, between GeoPharma, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

GeoPharma, Inc. – EX 99.1 March 16, 2010 Senior Vice President and Chief Financial Officer GeoPharma, Inc. 6950 Bryan Dairy Road Largo, FL 33777 Re: GeoPharma, Inc. (the "Company") - Staff Determination Nasdaq Symbol: GORX Dear Ms. Dore-Falcone: (March 22nd, 2010)

On September 15, 2009, Staff notified the Company that the bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until March 15, 2010, to regain compliance with the bid price rule.

GeoPharma, Inc. – AGREEMENT TO TRANSFER AND ISSUE SHARES OF AMERICAN ANTIBIOTICS, INC. (December 17th, 2009)

THIS AGREEMENT (“Agreement”) is entered into effective as of December 11, 2009 by and among American Antibiotics, Inc., a Florida corporation (“AA”), GeoPharma, Inc., a Florida corporation (“GeoPharma”), Manju Holdings, LLC, a Florida limited liability company (“Manju Holdings”), Laki Investment Group, LLC, a Florida limited liability company (“Laki”), Tasis, LLC, a Florida limited liability company (“Tasis”) and the Manju Taneja Trust (the “Trust”).

GeoPharma, Inc. – Contract (October 21st, 2009)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

GeoPharma, Inc. – Contract (October 21st, 2009)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

GeoPharma, Inc. – SECOND AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT October 15, 2009 (October 21st, 2009)

THIS SECOND AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective as of October 15, 2009, by and between GeoPharma, Inc., a Florida corporation (the “Company”), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the “Investor”), with respect to the following recitals.

GeoPharma, Inc. – SECURITIES EXCHANGE AGREEMENT (October 21st, 2009)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2009, between GeoPharma, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

GeoPharma, Inc. – GEOPHARMA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C 10% CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 607.0602 OF THE FLORIDA GENERAL CORPORATION (October 21st, 2009)
GeoPharma, Inc. – FACILITY LEASE (September 11th, 2009)

THIS FACILITY LEASE (the "Lease") is made as of this 1st day of July, 2009 between Consolidated Pharmaceutical Group Inc. ("CPG") a Maryland Corporation ("Landlord") and American Antibiotics LLC,("AA") a Florida limited liability company, its permitted successors/assigns.

GeoPharma, Inc. – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (September 11th, 2009)

This Settlement Agreement and mutual Release (the "Agreement") is made this 1st day of July, 2009, by and between Consolidated Pharmaceutical Group, Inc. ("CPG"), a Maryland Corporation ("CPG"), Tasis, LLC ("Tasis"), a Florida Limited Liability Company, American Antibiotics, LLC ("AA"), a Florida limited Liability Company, GeoPharma, Inc. ("GeoPharma"), a Florida Corporation, and John D. Copanos, an individual residing in Florida, John S. Copanos, an individual residing in Florida (collectively, the "Copanoses") and M. Tunc Turgut ( "Turgut"), an individual residing in Turkey (collectively, the "Defendants"), and all of them (collectively as the "Parties").

GeoPharma, Inc. – CONFESSED JUDGEMENT NOTE (September 11th, 2009)

In return for a loan that American Antibiotics, LLC, A Florida Limited Liability Company ("AA" or the "Borrower")has received, undersigned promise to pay U. S. $ 2,250,000.00 (this amount will be called "principal"), to the order of Consolidated Pharmaceutical Group, Inc. ("CPG" or the "Lender"), a Maryland Corporation, c/o Charles R. Schaller, Jr., Esquire, Linowes & Blocher,LLP., 145 Main Street, Annapolis, MD -21401. I/We understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note will be called the "Note Holder."

GeoPharma, Inc. – ASSET ACQUISITION AGREEMENT Effective as of June 30, 2009 FOR THE ACQUISITION OF Certain Specified Assets of Dynamic Health Products, Inc. By USA Sports, LLC (July 15th, 2009)

BACKGROUND: Seller, through its various divisions, including a division focused primarily on the nutritional supplement industry (the “Boss Division”), is a distributor of a wide variety of non-prescription dietary supplements, vitamins, over-the-counter drugs, health and beauty care products, health food, sports nutritional products, and soft goods (the “Seller Business”). A portion of the Boss Division’s business includes the provision of refrigeration units to businesses selling Seller’s products (the “Cooler Business”). All assets relating to the Seller Business (including, without limitation, the Boss Division and the Cooler Business) and discussed herein are either wholly owned or leased by Seller. The parties desire that Seller sells and Buyer buys certain assets as further described herein (such assets, the “Specified Assets”), all pursuant to the terms and subject to the conditions set forth in this Asset Acquisition Agreement (the “Agreement”).

GeoPharma, Inc. – SETTLEMENT AGREEMENT (February 13th, 2009)

This Settlement Agreement (including Exhibits A through C, the “Agreement”) is made and entered into this 15th day of January, 2009 (the “Effective Date”), by and between, on the one hand, Schering Corporation (“Schering”), and on the other hand, Belcher Pharmaceuticals, Inc. and GeoPharma, Inc. (collectively, “Belcher”) (collectively, the “Parties,” or each separately, a “Party”).

GeoPharma, Inc. – PROMISSORY NOTE (November 14th, 2008)

PROMISE TO PAY, GEOPHARMA, INC. (“Borrower”) promises to pay to First Community Bank of America (“Lender”), or order, in lawful money of the United States of America, the principal amount of Eight Hundred Thousand & 00/100 Dollars ($800,000.00), together with interest on the unpaid principal balance from September 30, 2008, until paid in full.

GeoPharma, Inc. – ALLONGE TO PROMISSORY NOTE (November 14th, 2008)
GeoPharma, Inc. – ALLONGE TO PROMISSORY NOTE (November 14th, 2008)
GeoPharma, Inc. – MODIFICATION NUMBER 001 TO PROMISSORY NOTE (June 30th, 2008)
GeoPharma, Inc. – CHANGE IN TERMS AGREEMENT (June 30th, 2008)

DESCRIPTION OF EXISTING INDEBTEDNESS. That certain Promissory Note dated October 1, 2007 in the original amount of $3,500,000.00, with a current outstanding balance of $3,500,000.00.

GeoPharma, Inc. – CONSULTING AGREEMENT (June 30th, 2008)

This Consulting Agreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Florida corporation (the “Company”), and JUGAL K. TANEJA, an individual (“Consultant”).

GeoPharma, Inc. – PROMISSORY NOTE (June 30th, 2008)
GeoPharma, Inc. – EMPLOYMENT AGREEMENT (June 30th, 2008)

This Employment Agreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Florida corporation (the “Company”), and DR. KOTHA S. SEKHARAM, an individual (“Executive”).

GeoPharma, Inc. – PROMISSORY NOTE (June 30th, 2008)

PROMISE TO PAY. GEOPHARMA, INC. (“Borrower”) promises to pay to First Community Bank of America (“Lender”), or order, in lawful money of the United States of America, the principal amount of One Million & 00/100 Dollars ($1,000,000.00), together with interest at the rate of 7.350% per annum on the unpaid principal balance from January 18, 2008, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

GeoPharma, Inc. – EMPLOYMENT AGREEMENT (June 30th, 2008)

This Employment Agreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Florida corporation (the “Company”), and MIHIR TANEJA, an individual (“Executive”).

GeoPharma, Inc. – PROMISSORY NOTE (June 30th, 2008)

PROMISE TO PAY. GEOPHARMA, INC. (“Borrower”) promises to pay to First Community Bank of America (“Lender”), or order, in lawful money of the United States of America, the principal amount of Five Hundred Thousand & 00/100 Dollars ($500,000.00), together with interest at the rate of 7.350% per annum on the unpaid principal balance from December 20, 2007, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

GeoPharma, Inc. – SECURITY AGREEMENT (June 30th, 2008)
GeoPharma, Inc. – LOAN AGREEMENT (June 30th, 2008)
GeoPharma, Inc. – EMPLOYMENT AGREEMENT (June 30th, 2008)

This Employment Agreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Florida corporation (the “Company”), and MANDEEP K. TANEJA, an individual (“Executive”).

GeoPharma, Inc. – PROMISSORY NOTE (June 30th, 2008)

PROMISE TO PAY. GEOPHARMA, INC. (“Borrower”) promises to pay to First Community Bank of America (“Lender”), or order, in lawful money of the United States of America, the principal amount of Three Million Five Hundred Thousand & 00/100 Dollars ($3,500,000.00), together with interest at the rate of 7.350% per annum on the unpaid principal balance from October 1, 2007, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

GeoPharma, Inc. – EMPLOYMENT AGREEMENT (June 30th, 2008)

This Employment Agreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Florida corporation (the “Company”), and CAROL DORE-FACLONE, an individual (“Executive”).

GeoPharma, Inc. – Contract (April 30th, 2008)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

GeoPharma, Inc. – GEOPHARMA, INC. AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT April 24, 2008 (April 30th, 2008)

THIS AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective as of April 24, 2008, by and between GeoPharma, Inc., a Florida corporation (the “Company”), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the “Investor”), with respect to the following recitals.