STOCKHOLDERS’ AGREEMENT OFStockholders’ Agreement • July 12th, 2013 • Deutsche Bank Ag\ • Pharmaceutical preparations • New York
THIS STOCKHOLDERS’ AGREEMENT, dated as of [ ], 2013 (this “Agreement”), by and among K-V Pharmaceutical Company, a Delaware corporation (the “Company”), each Investor, each Person who beneficially owns any shares of Common Stock as of the date hereof, each Person receiving any shares of Common Stock on the date hereof and each other Person who from time to time beneficially owns any shares of Common Stock and is deemed a party to this Agreement in accordance with the provisions herein and in the Certificate of Incorporation (collectively, the Investors and each such other Person, the “Holders,” and, individually, a “Holder”).
PLAN SUPPORT AGREEMENTPlan Support Agreement • July 12th, 2013 • Deutsche Bank Ag\ • Pharmaceutical preparations • New York
This PLAN SUPPORT AGREEMENT (together with each of the exhibits attached hereto which are expressly incorporated herein by reference, collectively, this “Agreement”), dated as of June 6, 2013, is entered into by and among: (a)(i) Capital Ventures International (“CVI”); (ii) (A) Greywolf Capital Overseas Master Fund, (B) Greywolf Capital Partners II LP, and (C) Greywolf Opportunities Fund LLC (“collectively, “Greywolf”), (iii) (A) Kingdon Associates, (B) Kingdon Credit Master Fund L.P., (C) Kingdon Family Partnership, L.P., and (D) M. Kingdon Offshore Master Fund L.P. (collectively, “Kingdon”), and (iv) Deutsche Bank Securities Inc. (“Deutsche Bank” together with CVI, Greywolf, and Kingdon, the “Investors”), and (b) (i) (A) Scoggin Capital Management II LLC, (B) Scoggin International Fund, Ltd., (C) Scoggin Worldwide Fund, Ltd., and (D) J. Goldman Master Fund, L.P. (collectively, “Scoggin”), (ii) (A) Farallon Capital Partners, LP, (B) Farallon Capital Institutional Partners, LP, (C) Far
SECOND AMENDED AND RESTATED STOCK PURCHASE AND BACKSTOP AGREEMENT by and among and The Investors listed on Appendix 1 hereto Dated as of June 6, 2013Stock Purchase and Backstop Agreement • July 12th, 2013 • Deutsche Bank Ag\ • Pharmaceutical preparations • New York
Share Purchase AgreementShare Purchase Agreement • July 12th, 2013 • Deutsche Bank Ag\ • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”) is dated as of the June 21, 2013, and is entered into by and among: (i) Capital Ventures International (“CVI”), (ii) (A) Greywolf Capital Overseas Master Fund, (B) Greywolf Capital Partners II LP, and (C) Greywolf Opportunities Fund LLC (“collectively, “Greywolf”), (iii) (A) Kingdon Associates, (B) Kingdon Credit Master Fund L.P., (C) Kingdon Family Partnership, L.P., and (D) M. Kingdon Offshore Master Fund L.P. (collectively, “Kingdon”), and (iv) Deutsche Bank Securities Inc. (“Deutsche Bank” together with CVI, Greywolf, and Kingdon, the “Investors”); Silver Point Finance, LLC, acting individually or through one or more of its affiliates or funds (the “Assignee”); and K-V Pharmaceutical Company (the “Company”). The Investors, the Assignee and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the
