AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this "Amendment"), dated as of March 23, 2000, by and among (i) Impax
Laboratories, Inc. (f/k/a Global Pharmaceutical Corporation), a Delaware
corporation (the "Company"), (ii) Fleming US Discovery Fund III, L.P. and
Fleming US Discovery Offshore Fund III, L.P. and (iii) China Development
Industrial Bank, Inc., President (BVI) International Investment Holdings Ltd.,
Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III
Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire &
Cable Co., Ltd.
WHEREAS, the Company and certain of its stockholders are parties to that
certain Amended and Restated Registration Rights Agreement, dated as of December
14, 1999 (as such agreement may be amended, modified or supplemented, the
"Registration Rights Agreement"; capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to them in the Registration
Rights Agreement); and
WHEREAS, in connection with the issuance by the Company of shares of Series
2 Convertible Preferred Stock, the parties hereto wish to amend the Registration
Rights Agreement pursuant to Section 11.4 of the Registration Rights Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment.
a. Section 1.1(b) of the Registration Rights Agreement is hereby amended
by deleting the first nine words of the first sentence thereof and substituting
therefor "On or before June 30, 2000,".
b. Section 1.6 of the Registration Rights Agreement is hereby amended by
adding the following proviso thereto:
, except that the registration rights granted pursuant to that certain
Registration Rights Agreement dated as of March 23, 2000 among the
Company and the stockholders of the Company named therein shall rank
pari passu with the registration rights granted herein.
c. Section 2.3(b) of the Registration Rights Agreement is hereby amended
by adding the following proviso thereto:
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, except that the registration rights granted pursuant to that certain
Registration Rights Agreement dated as of March 23, 2000 among the
Company and the stockholders of the Company named therein shall rank
pari passu with the registration rights granted herein.
2. Effect on the Registration Rights Agreement. Except as expressly amended
hereby, the Registration Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof. All references in the
Registration Rights Agreement to "the Agreement" or similar terms shall be
deemed references to the Registration Rights Agreement as amended hereby.
3. Further Assurances. Each party hereto agrees to execute and deliver any
and all such further instruments and documents as shall be necessary to effect
the purposes of this Amendment.
4. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of New York without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
IMPAX LABORATORIES, INC.
By: /s/ Barry R. Edwards
----------------------------------------
Name: Barry R. Edwards
Title: Co-Chief Executive Officer
FLEMING US DISCOVERY FUND III, L.P.
By: FLEMING US DISCOVERY PARTNERS, L.P.,
its general partner
By: FLEMING US DISCOVERY, LLC,
its general partner
By:
/s/ Robert L. Burr
----------------------------------------
Robert L. Burr, member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: FLEMING US DISCOVERY PARTNERS, L.P.,
its general partner
By: FLEMING US DISCOVERY, LLC,
its general partner
By: /s/ Robert L. Burr
----------------------------------------
Robert L. Burr, member
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
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CHINA DEVELOPMENT INDUSTRIAL BANK, INC.
By: /s/ Brian C. Keng
----------------------------------------
Name: Brian C. Keng
Title: Senior Vice President
PRESIDENT (BVI) INTERNATIONAL INVESTMENT
HOLDINGS LTD.
By: /s/ Chang Sheng Lin
----------------------------------------
Name: Chang Sheng Lin
Title: President
CHEMICAL COMPANY OF MALAYSIA BERHAD
By: /s/ Oh Kim Sun
----------------------------------------
Name: Oh Kim Sun
Title: Director
EUROC II VENTURE CAPITAL CORP.
By: /s/ Kao Yu Jen
----------------------------------------
Name: Kao Yu Jen
Title: Chairman
EUROC III VENTURE CAPITAL CORP.
By: /s/ Kao Yu Jen
----------------------------------------
Name: Kao Yu Jen
Title: Chairman
MULTIVENTURE TECHNOLOGIES, INC.
By: /s/ James Man
----------------------------------------
Name: James Mah
Title: President
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
<PAGE>
TAI-I ELECTRIC WIRE & CABLE CO., LTD.
By: /s/ Tsu Jui Chun
----------------------------------------
Name: Tsu Jui Chun
Title:
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
