Dynamic Health Products Inc Sample Contracts

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RECITALS:
Agreement and Plan of Reorganization • September 15th, 1999 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida
EXHIBIT 10.3 SUBLEASE AND CONSENT
Sublease Agreement • June 28th, 2002 • Dynamic Health Products Inc • Retail-catalog & mail-order houses
WITNESSETH:
Employment Agreement • July 9th, 1999 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida
WITNESSETH:
Employment Agreement • June 16th, 1998 • Nu Wave Health Products Inc • Retail-catalog & mail-order houses • Ohio
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2006 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

Contract
Warrant Agreement • April 1st, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

BUSINESS LOAN AGREEMENT
Business Loan Agreement • April 26th, 2007 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida

THIS BUSINESS LOAN AGREEMENT dated April 26, 2007, is made and executed between DYNAMIC HEALTH PRODUCTS, INC. (“Borrower”) and First Community Bank of America (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • April 26th, 2007 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida

THIS COMMERCIAL SECURITY AGREEMENT dated April 26, 2007 is made and executed between DYNAMIC HEALTH PRODUCTS, INC. (“Grantor”) and First Community Bank of America (“Lender”).

SECURITY AGREEMENT LAURUS MASTER FUND, LTD., DYNAMIC HEALTH PRODUCTS, INC. and DYNAMIC MARKETING I, INC. Dated as of: March 29, 2005
Security Agreement • April 1st, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

This Security Agreement is made as of March 29, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), DYNAMIC HEALTH PRODUCTS, INC., a Florida corporation (the “Parent”) and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) (the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).

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DYNAMIC HEALTH PRODUCTS, INC. SECURITIES PURCHASE AGREEMENT September 30, 2004
Securities Purchase Agreement • October 6th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2004, by and between Dynamic Health Products, Inc., a Florida corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).

Contract
Secured Convertible Term Note • October 5th, 2006 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Exhibit 2 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 29th, 2002 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida
BUSINESS LOAN AGREEMENT
Business Loan Agreement • June 16th, 1998 • Nu Wave Health Products Inc • Retail-catalog & mail-order houses • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • July 14th, 2005 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of September, 2004, by and between Bob O’Leary Health Food Distributor Co., Inc., a Pennsylvania corporation, (together with its successors and assigns, the “Company”), and Joseph Mies (the “Officer”).

Commercial Contract
Purchase and Sale Agreement • November 15th, 2004 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GEOPHARMA, INC. FLORIDA MERGER SUBSIDIARY CORP. AND DYNAMIC HEALTH PRODUCTS, INC. Dated May 14, 2007
Agreement and Plan of Reorganization • May 17th, 2007 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Florida

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of May 14, 2007, by and among GeoPharma, Inc., a Florida corporation (“Parent”), Florida Merger Subsidiary Corp., a Florida corporation and a wholly-owned subsidiary of Parent (“DYHP Acquisition”), and Dynamic Health Products, Inc., a Florida corporation (the “Company”).

Contract
Secured Revolving Note • October 5th, 2006 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Secured Convertible Note • October 5th, 2006 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

NOTE AND SECURITY AGREEMENT R2
Note and Security Agreement • August 14th, 1998 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • Pennsylvania
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