SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 6th, 2010 • GeoPharma, Inc. • Pharmaceutical preparations • New York
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”).
NOTE PURCHASE AND REPAYMENT AGREEMENTNote Purchase and Repayment Agreement • August 6th, 2010 • GeoPharma, Inc. • Pharmaceutical preparations • Minnesota
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”).
ASSET AND STOCK PURCHASE AGREEMENTAsset and Stock Purchase Agreement • August 6th, 2010 • GeoPharma, Inc. • Pharmaceutical preparations
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”).
ContractNote Purchase and Repayment Agreement • August 6th, 2010 • GeoPharma, Inc. • Pharmaceutical preparations • Minnesota
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.
