TELIGENT, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementTeligent, Inc. • January 28th, 2021 • Pharmaceutical preparations • New York
AMENDMENT NO. 6 TO SECOND LIEN CREDIT AGREEMENTCredit Agreement • January 28th, 2021 • Teligent, Inc. • Pharmaceutical preparations • New York
THIS SECOND LIEN CREDIT AGREEMENT, dated as of December 13, 2018, is among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), and ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
voting TRUST AGREEMENTVoting Trust Agreement • January 28th, 2021 • Teligent, Inc. • Pharmaceutical preparations • Delaware
This VOTING TRUST AGREEMENT (together with all schedules, exhibits and annexes hereto, this “Agreement”), dated as of January 27, 2021 (the “Effective Date”), between Teligent, Inc. a Delaware corporation (the “Company”), [MANAGER] (“Manager”), on behalf of the funds or accounts managed or sub-advised by them, severally and not jointly, as set forth on Annex A hereto (the “Accounts” and, collectively with Manager, “Holder”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Annex B hereto.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 28th, 2021 • Teligent, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made as of January 27, 2021, by and among Teligent, Inc., a Delaware corporation (the “Company”), Ares Capital Corporation, a Maryland corporation, and each of the undersigned Affiliates thereof (collectively, “Ares”), each of the undersigned holders of Investor Exchange Shares (defined below) of the Company (each an “Investor” and, collectively the “Investors”), and, solely for purposes of Section 2, B. Riley Securities, Inc. (“B. Riley”). Ares, the Investors, and, solely for purposes of Section 2, B. Riley are collectively referred to in this Agreement as the “Holders”, and each individually as a “Holder”. The Company and the Holders are collectively referred to in this Agreement as the “Parties”, and each individually as a “Party”.
EXCHANGE AGREEMENT by and among TELIGENT, INC., the undersigned funds and accounts managed by affiliates of ARES MANAGEMENT CORPORATION and THE PARTICIPATING NOTEHOLDERS LISTED ON THE SIGNATURE PAGES HERETO Dated as of January 27, 2021Exchange Agreement • January 28th, 2021 • Teligent, Inc. • Pharmaceutical preparations
This EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 27, 2021 by and among (i) Teligent, Inc., a Delaware corporation, (the “Company”), (ii) the undersigned funds and accounts managed by affiliates of Ares Management Corporation (collectively, “Ares”), and (iii) the Participating Noteholders (as defined below). Ares and each Participating Noteholder are collectively referred to as the “Participating Parties” and individually as a “Participating Party.” The Company and each Participating Party are collectively referred to as the “Parties” and individually as a “Party.”
