STOCKHOLDERS’ AGREEMENT OFStockholders' Agreement • June 27th, 2013 • Kv Pharmaceutical Co /De/ • 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”).
Share Purchase AgreementShare Purchase Agreement • June 27th, 2013 • Kv Pharmaceutical Co /De/ • 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
