Consent and Waiver Agreement (November 15th, 2007)
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
Security Agreement (November 15th, 2007)
Securities Purchase Agreement (November 15th, 2007)
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").
Form of Star Note (November 15th, 2007)
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.
Registration Rights Agreement (June 2nd, 2006)
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15, 2006, by and among Interpharm Holdings, Inc., a Delaware corporation, with headquarters located at 75 Adams Avenue, Hauppauge, New York 11788 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
Certificate of Designations, Preferences and Rights of Series B-1 Convertible Preferred Stock of Interpharm Holdings, Inc. (June 2nd, 2006)
Interpharm Holdings, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation, as amended, of the Company, and pursuant to Section 151 of the DGCL, the Board of Directors of the Company, has adopted resolutions (a) authorizing the issuance of preferred stock, $0.01 par value per share, of the Company ("Preferred Stock") in one or more series and the provision of the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations and restrictions relating to the shares of each such series, and (b) has adopted resolutions (i) designating fifteen thousand (15,000) shares of the Company's previously authorized Preferred Stoc
INTERPHARM HOLDINGS, INC. Warrant to Purchase Common Stock (June 2nd, 2006)
Interpharm Holdings, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TULLIS-DICKERSON CAPITAL FOCUS III, L.P., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Two Million Two Hundred and Eighty One Thousand Nine Hundred and Fourteen (2,281,914) fully paid nonassessable shares of Common Stock (as defined below)
Contract (February 15th, 2006)
================================================================================ CREDIT AND SECURITY AGREEMENT BY AND BETWEEN INTERPHARM, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, Acting through its Wells Fargo Business Credit operating division February 9, 2006 ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS................................................1 Section 1.1 Definitions................................................1 Section 1.2 Other Definitional Terms; Rules of Interpretation..........2 ARTICLE II AMOUNT AND TERMS OF THE CREDIT FACILITY....................2 Section 2.1 Revolving Advances.........................................2