Exhibit 99.2 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made by and between Interpharm Holdings, Inc., a Delaware corporation (the "Corporation"), and ________________ (the "Optionee"). NOW,...Non-Qualified Stock Option Agreement • September 29th, 2003 • Interpharm Holdings Inc • Wholesale-computers & peripheral equipment & software • New York
AISLING CAPITAL II, LPJoint Filing Agreement • March 3rd, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
BETWEENAsset Purchase Agreement • November 26th, 2002 • Atec Group Inc • Wholesale-computers & peripheral equipment & software • Delaware
Exhibit 99.1 INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made by and between Interpharm Holdings, Inc., (the "Corporation"), and _________________ (the "Optionee"). NOW, THEREFORE, in consideration of the...Incentive Stock Option Agreement • September 29th, 2003 • Interpharm Holdings Inc • Wholesale-computers & peripheral equipment & software • New York
SECURITY AGREEMENT THIS AGREEMENT, dated as of February 9, 2006, is made by and between Interpharm Holdings, Inc., a Delaware corporation (the "Debtor"), and Wells Fargo Bank, National Association (the "Secured Party"), acting through its Wells Fargo...Security Agreement • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations
RECITALSSettlement Agreement • June 29th, 2001 • Atec Group Inc • Wholesale-computers & peripheral equipment & software • New York
WITNESSETH:Employment Agreement • September 29th, 2003 • Interpharm Holdings Inc • Wholesale-computers & peripheral equipment & software • New York
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN INTERPHARM, INC.Credit and Security Agreement • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
REVOLVING NOTERevolving Note • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations
This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
APPLIED DIGITAL SOLUTIONS, INC., Buyer, and SURINDER RAMETRA, and NIRMALA RAMETRA, SellersStock Purchase Agreement • November 29th, 2000 • Atec Group Inc • Wholesale-computers & peripheral equipment & software
Cusip 002306X 60 4 ------------------------------------------------------------ -------------------- Common Stock This Certifies That: ATEC [LOGO] (SPECIMEN)Common Stock Certificate • July 7th, 2000 • Atec Group Inc • Wholesale-computers & peripheral equipment & software
transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
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").
AGREEMENT OF SALE AGREEMENT made this 14th day of November, 2003 by and between ARROW ELECTRONICS, INC., a New York corporation, having an office at 50 Marcus Drive, Melville, New York 11747 ("Seller") and Interpharm Holdings, Inc., a Delaware...Sale Agreement • September 28th, 2004 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 15, 2006, by and among Interpharm Holdings, Inc., a Delaware corporation, with headquarters located at 75 Adams Avenue, Hauppauge, NY 11725 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
GUARANTY BY CORPORATION This Guaranty, dated as of February 9, 2006, is made by Interpharm Holdings, Inc., a Delaware corporation (the "Guarantor"), for the benefit of Wells Fargo Bank, National Association (with its participants, successors and...Guaranty • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
Exhibit 99.1 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT ("Supply Agreement") made as of the Commencement Date (as defined below) between CENTRIX PHARMACEUTICAL, INC., an Alabama corporation having its principal place of business at 31 Inverness Center...Supply Agreement • July 18th, 2005 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 11, 2006, by and among Interpharm Holdings, Inc., a Delaware corporation, with headquarters located at 75 Adams Avenue, Hauppauge, NY 11725 (the "Company"), and the Aisling Capital II, LP, a Delaware limited partnership (the "Buyer").
AGREEMENTCollaboration Agreement • September 28th, 2005 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 7th, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2008 (the “Signing Date”) by and among (i) Amneal Pharmaceuticals of New York, LLC, a Delaware limited liability company (“Buyer”), (ii) Interpharm Holdings, Inc., a Delaware corporation, and Interpharm, Inc., a New York corporation (collectively, “Company”), and (iii) the shareholders of Company indicated as “Majority Shareholders”on thesignature pages hereto (the “Majority Shareholders”). Capitalized terms used herein and not otherwise defined shall have the definition ascribed thereto in Article I hereof.
DEMAND MORTGAGE AND SECURITY AGREEMENTDemand Mortgage and Security Agreement • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • May 7th, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, dated May 2, 2008, is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge and agree that each shall be responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is inaccurate. Any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities and Exchange
AGREEMENTManufacturing Agreement • September 29th, 2003 • Interpharm Holdings Inc • Wholesale-computers & peripheral equipment & software • New York
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
AGREEMENTDevelopment and Manufacturing Agreement • November 14th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
THIS AGREEMENT is made and entered into as of this 4th day of October, 2006, by and between Interpharm, Inc., having its principal place of business at 75 Adams Avenue, Hauppauge, New York, 11788 (“Interpharm”), and Tris Pharma, Inc. having its principal place of business at 2033 Route 130, Suite D, Monmouth Junction, NJ 08852 (“Tris”).
AMENDMENTSolids Agreement • September 28th, 2005 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
FORM OF STAR NOTESecured Note • November 15th, 2007 • Interpharm Holdings Inc • 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.
AMENDED AND RESTATED PROCEEDS SHARING AGREEMENTProceeds Sharing Agreement • May 7th, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED PROCEEDS SHARING AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2008, by and among certain holders (the “Series A-1 Stockholders”) of InterPharm Holdings, Inc., a Delaware corporation (the “Company”) Series A-1 Preferred Stock, par value $.01 per share (the “Series A-1 Preferred”), the holders (the “Series D-1 Stockholders”) of all of the Company’s Series D-1 Preferred Stock, par value $.01 per share (the “Series D-1 Preferred” and, together with the Series A-1 Preferred, the “Preferred Stock”), and the holders (the “Common Stockholders”) of certain shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”). The Series A-1 Stockholders and Series D-1 Stockholders are collectively referred to herein as the “Preferred Stockholders.” Such Common Stockholders and Preferred Stockholders are listed on Schedule A hereto and are collectively referred to herein as the “Stockholders” and each a “Stockholder.”
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 6th, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made this 2nd day of May, 2008 by and among (i) Amneal Pharmaceuticals of New York, LLC, a Delaware limited liability company (“Buyer”), (ii) Interpharm Holdings, Inc., a Delaware corporation, and Interpharm, Inc., a New York corporation (collectively, “Company”), and (iii) the shareholders of Company indicated as “Majority Shareholders”on thesignature pages hereto (the “Majority Shareholders”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Asset Purchase Agreement dated as of April 24, 2008 (the “Purchase Agreement”) by and among the parties.
AGREEMENTTechnology Transfer Agreement • September 28th, 2005 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
PROCEEDS SHARING AGREEMENTProceeds Sharing Agreement • May 7th, 2008 • Interpharm Holdings Inc • Pharmaceutical preparations • Delaware
This PROCEEDS SHARING AGREEMENT (this “Agreement”) is made and entered into as of April 24 , 2008, by and among certain holders (the “Series A-1 Stockholders”) of InterPharm Holdings, Inc., a Delaware corporation (the “Company”) Series A-1 Preferred Stock, par value $.01 per share (the “Series A-1 Preferred”), the holders (the “Series D-1 Stockholders”) of all of the Company’s Series D-1 Preferred Stock, par value $.01 per share (the “Series D-1 Preferred” and, together with the Series A-1 Preferred, the “Preferred Stock”), and the holders (the “Common Stockholders”) of certain shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”). The Series A-1 Stockholders and Series D-1 Stockholders are collectively referred to herein as the “Preferred Stockholders.” Such Common Stockholders and Preferred Stockholders are listed on Schedule A hereto and are collectively referred to herein as the “Stockholders” and each a “Stockholder.”
ARTICLE ICapital Stock Exchange Agreement • November 26th, 2002 • Atec Group Inc • Wholesale-computers & peripheral equipment & software • New York
CAP EX NOTECap Ex Term Note • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations
This Cap Ex Term Note ("Note"), made by Interpharm, Inc., a New York corporation, payable to the order of Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division, in the principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000).
M&E TERM NOTEM&e Term Note • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations
This M&E Term Note ("Note"), made by Interpharm, Inc., a New York corporation, payable to the order of Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division, in the principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000).
ANDA SECURITY AGREEMENT THIS ABBREVIATED NEW DRUG APPLICATION SECURITY AGREEMENT ("ANDA Security Agreement"), dated as of February 9, 2006, between Interpharm, Inc., a New York corporation (the "Debtor"), and Wells Fargo Bank, National Association,...Anda Security Agreement • February 15th, 2006 • Interpharm Holdings Inc • Pharmaceutical preparations • New York
