SECURITY AGREEMENTSecurity Agreement • November 15th, 2007 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
SECURITY AGREEMENT (this “Security Agreement”) dated as of the 7th day of November, 2007, by and among INTERPHARM HOLDINGS INC. (the “Company”) and INTERPHARM, INC. (the “Subsidiary” and together with the Company, the “Debtors”), and SUTARIA FAMILY REALTY, LLC, in its capacity as the collateral agent (together with any successors thereto in such capacity, the “Collateral Agent”) for the benefit of the holders (the “Holders”) of the Note (as defined below) (the Collateral Agent and the Holders are hereinafter referred to as the “Secured Parties”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 15th, 2007 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made as the 7th day of November, 2007, by and among INTERPHARM HOLDINGS, INC., a Delaware corporation (the “Company”), TULLIS-DICKERSON CAPITAL FOCUS III, L.P., a Delaware limited partnership (“Tullis”), AISLING CAPITAL II, LP, a Delaware limited partnership (“Aisling”), P&K HOLDINGS I, LLC (“P&K Holdings”), a New York Limited Liability Company, RAMETRA HOLDINGS I, LLC (“Rametra Holdings”), a New York Limited Liability Company, RAJS HOLDINGS I, LLC (“Rajs Holdings” and, together with P&K Holdings, Perry Sutaria, Raj Sutaria and Rametra Holdings, the “Sutaria Stockholders”), a New York Limited Liability Company, PERRY SUTARIA (“PS”), individually and as Manager of the Sutaria Stockholders, RAJ SUTARIA (“RS”), individually, and CAMERON REID (“Reid”), individually. Capitalized terms in the Recitals hereto and not defined in such Recitals shall have the meanings ascribed to them in the Tullis Purchase Agreement, Aisling Purchase Agree
FORM OF STAR NOTEInterpharm Holdings Inc • November 15th, 2007 • Pharmaceutical preparations • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT BY AND AMONG TULLIS-DICKERSON CAPITAL FOCUS III, L.P., AISLING CAPITAL II, L.P., CAMERON REID, SUTARIA FAMILY REALTY, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED NOVEMBER __, 2007.
ContractInterpharm Holdings Inc • November 15th, 2007 • Pharmaceutical preparations • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY MAGANLAL SUTARIA AND VIMLA SUTARIA IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED NOVEMBER 7, 2007.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2007 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 14th day of November, 2007 by and among Interpharm Holdings Inc., a Delaware corporation (the “Company”), Interpharm, Inc., a New York corporation (the “Interpharm” and together with the Company, the “Borrowers”) and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
