RESTATED STOCK PURCHASE WARRANTRegistration Rights Agreement • March 10th, 2011 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, K-V Pharmaceutical Company, a Delaware corporation (the “Company”), hereby grants to U.S. Healthcare I, L.L.C. (“U.S. Healthcare I”) and U.S. Healthcare, II L.L.C. (“U.S. Healthcare II” and together with U.S. Healthcare I and each of their registered assigns, each a “Registered Holder” and collectively, the “Registered Holders”) the right to purchase from the Company, in the case of U.S. Healthcare I, 1,800,632 shares of Common Stock, and in the case of U.S. Healthcare II, 886,879 shares of Common Stock, in each case less the number of shares of Common Stock already issued in connection with partial exercises of this Warrant, at a price per share of $1.62 (as adjusted from time to time in accordance herewith, the “Exercise Price”). This Warrant is one of several warrants (collectively, the “Warrants”) issued by the Company pursuant to the terms of the Credit and Guaranty Agreement, dated as of November 17, 2010 (the “Credit Agreement”), by and among the Company, as
K-V PHARMACEUTICAL COMPANY SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT March 2, 2011Registration Rights Agreement • March 10th, 2011 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 2, 2011, by and among K-V Pharmaceutical Company, a Delaware corporation (the “Company”), U.S. Healthcare I, L.L.C. (“U.S. Healthcare I”) and U.S. Healthcare II, L.L.C., (“U.S. Healthcare II”, and together with U.S. Healthcare I and their registered assigns collectively referred to herein as the “USH Investor”), and hereby amends and replaces in its entirety that certain Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), dated as of February 10, 2011, by and among the Company, U.S. Healthcare I and U.S. Healthcare II. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 10th, 2011 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”), dated as of March 2, 2011, is entered into by and among K-V PHARMACEUTICAL COMPANY, a Delaware corporation (the “Borrower”), certain of the Borrower’s subsidiaries, as guarantors (collectively, the “Guarantors”), U.S. HEALTHCARE I, L.L.C., as Administrative Agent and Collateral Agent (the “Agent”) and the LENDERS listed on the signature pages hereto, and U.S. Healthcare I, L.L.C. (“USH I”) and U.S. Healthcare II, L.L.C. (“USH II”) and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT, dated as of November 17, 2010 (as amended by that certain Amended and Restated Amendment No. 1 to Credit Agreement dated as of January 6, 2011, the “Credit Agreement”) by and among the Borrower, the Guarantors, the Lenders from time to time party thereto and the Agent. Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
STOCK WARRANT PURCHASE AGREEMENTStock Warrant Purchase Agreement • March 10th, 2011 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
This STOCK WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and effective as of February 10, 2011 (the “Effective Date”) by and between K-V Pharmaceutical Company, a Delaware corporation (the “Company”), U.S. Healthcare I, L.L.C. (“U.S. Healthcare I”) and U.S. Healthcare II, L.L.C. (“U.S. Healthcare II”, together with U.S. Healthcare I and each of their registered assigns collectively, the “Purchasers” and each individually, a “Purchaser”). Except as otherwise indicated, capitalized terms used herein are defined in paragraph 6 hereof.
WAIVER TO CREDIT AGREEMENTCredit Agreement • March 10th, 2011 • Kv Pharmaceutical Co /De/ • Pharmaceutical preparations • New York
This WAIVER AGREEMENT (this “Agreement”), dated as of February 9, 2011, is entered into by and among K-V PHARMACEUTICAL COMPANY, a Delaware corporation (the “Borrower”), certain of the Borrower’s subsidiaries, as guarantors (collectively, the “Guarantors”), U.S. HEALTHCARE I, L.L.C., as Administrative Agent and Collateral Agent (the “Agent”) and the LENDERS listed on the signature pages hereto, and U.S. Healthcare I, L.L.C. and U.S. Healthcare II, L.L.C. and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT, dated as of November 17, 2010 (as amended by that certain (i) Amended and Restated Amendment No. 1 to Credit Agreement dated as of January 6, 2011, (ii) Waiver Agreement dated as of January 14, 2011, (iii) Waiver Agreement dated as of January 21, 2011, (iv) Waiver Agreement dated as of January 28, 2011, and (v) Waiver Agreement dated as of February 4, 2011, the “Credit Agreement”) by and among the Borrower, the Guarantors, the Lenders from time to time party ther
