Irrevocable Proxy
Category: Proxy, Securities, Stock
IRREVOCABLE PROXY
1. PROXY. (a) The undersigned, Perry Sutaria, is the sole Manager of each of Rametra Holdings I, LLC (”Rametra Holdings”), P&K Holdings, LLC (”P&K Holdings”) and Rajs Holdings I, LLC (”Rajs Holdings” and, together with P&K Holdings and Rametra Holdings, the “LLCs”). The LLCs, Perry Sutaria and Raj Sutaria hold or exercise voting control over, in the aggregate, 35,686,738 shares of common stock, $0.01 par value per share (collectively the “Shares”), of Interpharm Holdings, Inc. (”Interpharm”) and hereby represents and warrants that he has the right to bind each of the foregoing entities with respect to this Proxy. (b) Solely for the purposes of (i) electing or removing members of the Board of Directors of Interpharm; provided, that with respect to elections, the directors being elected are not officers, directors or affiliates of Tullis or Aisling (except for such directors as may be appointed by either Aisling or Tullis pursuant to contractual rights possessed by them) and (ii) voting on amendments, additions, deletions or modifications to Interpharm’s by-laws, and for no other purpose, the undersigned each hereby appoints the Committee (as defined below), acting by majority vote, as his true and lawful attorney and proxy, with full power of substitution for and in his name, with respect to all of the Shares of which he is now the record owner, or of which an LLC is the record owner, to vote and otherwise act, or give written consent in lieu thereof, at all annual, special, and other meetings of stockholders of Interpharm, and at any other time such shares of capital stock are required to, or may, be voted or acted upon, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. For the purposes of this Proxy, “Committee” means the designee specified from time to time in writing by Tullis-Dickerson Capital Focus III, L.P. (”Tullis”), the designee specified in writing from time to time by Aisling Capital II, L.P. (”Aisling”) and Perry Sutaria, or his successor as managing member of the LLCs. Initially, the designee of Tullis shall be Joan P. Neuscheler and the designee of Aisling shall be Andrew Schiff.
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