SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2007 • GeoPharma, Inc. • Pharmaceutical preparations • Minnesota
This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 2007, between GeoPharma, Inc., a Florida corporation (the “Company”), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (including its successors and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2007 • GeoPharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 5, 2007, between GeoPharma, Inc., a Florida corporation (the “Company”) and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (including its successors and assigns, the “Purchaser”).
GEOPHARMA, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT April 5, 2007Secured Convertible Note Purchase Agreement • April 10th, 2007 • GeoPharma, Inc. • Pharmaceutical preparations • Minnesota
WARRANT TO PURCHASE COMMON STOCK OF GEOPHARMA, INC. VOID AFTER APRIL 5, 2014Warrant Agreement • April 10th, 2007 • GeoPharma, Inc. • Pharmaceutical preparations
THIS WARRANT (the “Warrant”) is issued to Whitebox Pharmaceutical Growth Fund, Ltd. or its registered assigns (the “Holder”) by GeoPharma, Inc., a Florida corporation (the “Company”), on April 5, 2007 (the “Initial Exercise Date”). This Warrant is issued in connection with the Company’s issuance to the Holder of 400,000 shares (the “Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”) pursuant to the terms of that certain Securities Purchase Agreement, dated as of April 5, 2007 (the “Purchase Agreement”). This Warrant is intended to be an investment warrant and is purchased together with the Shares issued pursuant to the Purchase Agreement and is not issued in consideration of any services.
ContractConvertible Security Agreement • April 10th, 2007 • GeoPharma, Inc. • Pharmaceutical preparations • Minnesota
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
