WARRANT TO PURCHASE 2,040,816 PREFERENCE SHARES of SAGENT HOLDING CO. Dated as of April 6, 2010 Void after the date specified in Section 8Sagent Holding Co. • December 6th, 2010 • California
THIS CERTIFIES THAT, for value received, Key Gate Investments Limited, a British Virgin Islands company, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Sagent Holding Co., a Cayman Islands exempted company (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series B-1 Preference Shares and Warrant Purchase Agreement, dated as of April 6, 2010, by and between the Company and the purchaser described therein (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement and the Third Amended and Restated Members Agreement, dated as of Ap
DEVELOPMENT AND SUPPLY AGREEMENT by and between GLAND PHARMA LIMITED, an Indian corporation and SAGENT HOLDING CO., a Cayman Islands corporation for Heparin Sodium Injection USP Dated: June 27, 2008Development and Supply Agreement • December 6th, 2010 • Sagent Holding Co. • New York
THIS DEVELOPMENT AND SUPPLY AGREEMENT (“Agreement”) is made as of the 27th day of June, 2008 (the “Effective Date”) by and between GLAND PHARMA LIMITED, an Indian corporation, having a place of business at 6-3-865/1/2, Ameerpet, Hyderabad, India (“Gland”), and SAGENT HOLDING CO., a Cayman Islands corporation, having a place of business at c/o M&C Corporate Services Limited, PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Sagent”).
MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • December 6th, 2010 • Sagent Holding Co. • New Jersey
This Manufacture and Supply Agreement (this “Agreement”) is made and entered into as of December 17, 2007 (the “Effective Date”) by and among A.C.S. Dobfar S.p.a., an Italian corporation, having its principal place of business at Viale Addetta, 4/12 Tribiano 20067 Milan Italy (“DOBFAR” or “SUPPLIER”), WorldGen LLC, a New Jersey Limited Liability Company, having its principal place of business at 120 Route 17 North P.O. Box 1579 Paramus, NJ 07653 USA (“WORLDGEN”), and SAGENT PHARMACEUTICALS, INC., a Wyoming corporation, having its principal place of business at 1901 N. Roselle Road, Schaumburg, IL 60195 (“SAGENT”).
SAGENT HOLDING CO. FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 6th, 2010 • Sagent Holding Co. • California
This Fourth Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of September 3, 2010, by and among Sagent Holding Co., a Cayman Islands exempted company (the “Company”), each of the members listed on Exhibit A attached hereto (collectively, the “Existing Investors”), each of the members listed on Exhibit B attached hereto (collectively, the “Key Ordinary Shareholders”), and each of the members listed on Exhibit C attached hereto (the “New Investors”, and together with the Existing Investors, the “Investors”). The Investors and Key Ordinary Shareholders are sometimes collectively referred to herein as the “Members.”
LIMITED WAIVER AND AMENDMENT NO. 2 REGARDING CREDIT AGREEMENTCredit Agreement • December 6th, 2010 • Sagent Holding Co. • Wyoming
This LIMITED WAIVER AND AMENDMENT NO. 2 REGARDING CREDIT AGREEMENT (this “Agreement”) entered into March 3, 2010 and effective as of March 1, 2010, is by and among SAGENT PHARMACEUTICALS, a Wyoming corporation (“Borrower”) and MIDCAP FUNDING I, LLC, a Delaware limited liability company (“MCF”) as Agent (in such capacity, “Agent”) and as the sole Lender (in such capacity, “Lender”).
AMENDMENT NO. 3 REGARDING CREDIT AGREEMENT3 Regarding Credit Agreement • December 6th, 2010 • Sagent Holding Co. • Wyoming
This AMENDMENT NO. 3 REGARDING CREDIT AGREEMENT (this “Agreement”) entered into August 4, 2010 and effective as of May 31, 2010, is by and among SAGENT PHARMACEUTICALS, a Wyoming corporation (“Borrower”), MIDCAP FUNDING IV, LLC, a Delaware limited liability company (“MCF”) as Agent (in such capacity, “Agent”) and as a Lender, and SILICON VALLEY BANK, a California corporation, as a Lender (collectively, with MCF, in its capacity as a Lender, “Lenders”).
SAGENT HOLDING CO. FOURTH AMENDED AND RESTATED MEMBERS AGREEMENTMembers Agreement • December 6th, 2010 • Sagent Holding Co. • California
This Fourth Amended and Restated Members Agreement (the “Agreement”) is made and entered into as of September 3, 2010 by and among Sagent Holding Co., a Cayman Islands exempted company (the “Company”), each of the members listed on Exhibit A attached hereto (collectively, the “Existing Investors”) and each of the members listed on Exhibit B attached hereto (collectively, the “New Investors,” and together with the Existing Investors, the “Investors”).
SAGENT HOLDING CO. SERIES A PREFERENCE SHARES PURCHASE AGREEMENTSeries a Preference Shares Purchase Agreement • December 6th, 2010 • Sagent Holding Co. • California
This Series A Preference Shares Purchase Agreement (the “Agreement”) is made and entered into as of May 19, 2009 by and among Sagent Holding Co., a Cayman Islands exempted company (the “Company”), and each of the entities, severally and not jointly, listed on the Schedule of Purchasers attached hereto as Exhibit A-1 (each, a “Purchaser,” and collectively, the “Purchasers”).
SAGENT HOLDING CO. SERIES B-1 PREFERENCE SHARES AND WARRANT PURCHASE AGREEMENTShares and Warrant Purchase Agreement • December 6th, 2010 • Sagent Holding Co. • California
This Series B-1 Preference Shares and Warrant Purchase Agreement (the “Agreement”) is made and entered into as of April 6, 2010 by and between Sagent Holding Co., a Cayman Islands exempted company (the “Company”), and the entity listed on the Schedule of Purchasers attached hereto as Exhibit A-1 (the “Purchaser” or “Key Gate”).
LIMITED WAIVER AND AMENDMENT NO. 1 REGARDING CREDIT AGREEMENTCredit Agreement • December 6th, 2010 • Sagent Holding Co. • Wyoming
This LIMITED WAIVER AND AMENDMENT NO. 1 REGARDING CREDIT AGREEMENT (this “Agreement”) entered into and effective as of this 9th day of December, 2009, is by and among SAGENT PHARMACEUTICALS, a Wyoming corporation (“Borrower”) and MIDCAP FUNDING I, LLC, a Delaware limited liability company (“MCF”) as Agent (in such capacity, “Agent”) and as the sole Lender (in such capacity, “Lender”).
SAGENT HOLDING CO. US SHARE OPTION AGREEMENTGlobal Share Plan • December 6th, 2010 • Sagent Holding Co. • California
Sagent Holding Co. (the “Company”) hereby grants you, (the “Participant”), an option (the “Option”) under the Company’s 2007 Global Share Plan (the “Plan”) to purchase shares of Ordinary Shares (“Shares”) of the Company. Subject to the provisions of the Plan and the Option Rules attached hereto as Exhibit A, the principal features of the Option are as follows:
SAGENT HOLDING CO. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENTSale Agreement • December 6th, 2010 • Sagent Holding Co. • California
This Third Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of September 3, 2010 by and among Sagent Holding Co., a Cayman Islands exempted company (the “Company”), each of the members listed on Exhibit A attached hereto (the “Existing Investors”), each of the members listed on Exhibit B attached hereto (the “Key Shareholders”), each of the members listed on Exhibit C attached hereto (the “New Investors”, and together with the Existing Investors, the “Investors”).
