Exhibit 5
AMENDMENT (NO. 1)
TO THE STOCK AND WARRANT PURCHASE AGREEMENT
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Amendment (No. 1), dated as of May 18, 1999, to the STOCK AND WARRANT
PURCHASE AGREEMENT (the "Agreement"), dated as of March 2, 1999, between Global
Pharmaceutical Corporation (the "Company") and ▇▇▇▇▇▇▇ US Discovery Fund III,
L.P. ("Purchaser"). All capitalized terms used but not defined in this Amendment
(including the Schedules attached hereto) shall have the meanings ascribed to
such terms in the Agreement (including the Schedules attached thereto).
WHEREAS, the Company and the Purchaser have determined that it is the
best interest of the parties, and in furtherance of their purposes, to amend the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, the parties hereto agree as follows:
5. The Agreement shall be amended by:
(a) deleting SCHEDULE 6 in its entirety and replacing it with
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SCHEDULE 6 attached hereto; and
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(b) deleting SCHEDULE 6A in its entirety and replacing it with
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SCHEDULE 6A attached hereto.
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6. Except as amended herein, the Agreement shall remain in full force
and effect.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
8. This Amendment shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to any choice
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.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date set forth above.
GLOBAL PHARMACEUTICAL CORPORATION
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive
Officer
▇▇▇▇▇▇▇ US DISCOVERY FUND III, L.P.
By: ▇▇▇▇▇▇▇ US DISCOVERY PARTNERS,
L.P., its general partner
By: ▇▇▇▇▇▇▇ US DISCOVERY, LLC,
its general partner
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Member
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GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6
CAPITAL STOCK
AT MAY 12, 1999
(ASSUMING THE PRIOR CLOSING OF THE PURCHASE OF SERIES D
PREFERRED STOCK AND WARRANTS PURSUANT TO THE
STOCK AND WARRANT PURCHASE AGREEMENT)
(a) Authorized, Issued and Outstanding:
(i) Authorized capital stock
17,000,000 shares of Common Stock, par value $.01
2,000,000 shares of Preferred Stock, par value $.01
(ii) Number of designated shares of Preferred Stock in each Series
or Class after giving effect to the Certificate of
Designations
60,000 shares of Series A Convertible Preferred Stock
50,000 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(iii) Number of shares outstanding in each Series or Class after
giving effect to the issuance of Shares contemplated by the
Stock and Warrant Purchase Agreements. 7,254,053 shares of
Common Stock
0 shares of Series A Convertible Preferred Stock
0 shares of Series B Convertible Preferred Stock
9,000 shares of Series C Convertible Preferred Stock
50,000 shares of Series D Convertible Preferred Stock
(b) Common Stock Reserved for Issuance:
(i) 2,500,000 shares of Common Stock to be issued upon conversion
of the Shares*
(ii) 625,000 shares of Common Stock to be issued upon exercise of
the Flemings Warrants
(iii) 0 shares of Common Stock to be issued upon conversion of the
Series A Convertible Preferred Stock
(iv) 0 shares of Common Stock to be issued upon conversion of the
Series B Convertible Preferred Stock
(v) 450,000 shares of Common Stock to be issued upon conversion of
the Series C Convertible Preferred Stock*
(vi) 950,000 shares of Common Stock to be issued pursuant to the
1995 Stock Incentive Plan.
(vii) 750,000 shares of Common Stock to be issued pursuant to
outstanding warrants attached hereto on Schedule 6A (except
for Flemings Warrants).
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*Assumes a $2.00 per share conversion price. In the event that the conversion
price falls below $2.00, additional shares will be issued.
GLOBAL PHARMACEUTICAL CORPORATION
SCHEDULE 6A
WARRANTS ISSUED AS OF APRIL 30, 1999
No. of shares Exercise
Price
IPO - Warrants to certain directors/officers 42,000 $8.50
▇▇▇▇▇ Securities - Warrants related to IPO 165,000 $13.175
▇▇▇▇▇ Securities - Warrants related to Series A Pref. Stock 13,000 $6.00
Merck KGaA "A" Warrants 100,000 $2.00
Merck ▇▇▇▇ "▇" Warrants *
▇▇▇▇ ▇▇▇▇▇▇ 30,000 $4.00
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 20,000 $4.00
Bear ▇▇▇▇▇▇▇ Small Cap Value 225,000 $4.00
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 5,000 $1.75
Flemings (First Closing) 375,000 $4.00
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (First Closing) 45,000 $2.50
▇▇▇▇▇ ▇▇▇▇▇▇ & Co. (First Closing) 45,000 $2.50
Total Warrants at 4/30/99 1,065,000**
Flemings (Second Closing) 250,000 $4.00
▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Warrants (Second Closing) 60,000 $2.50
Total 1,375,000**
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*Under our arrangement with Merck KGaA, we issued warrants which are exercisable
for 40,000 shares of common stock for each aggregate $1 million in gross profit,
if any, earned by us under our agreement with a subsidiary of Merck KGaA in
connection with sales of randitidine and other mutually agreed upon products, up
to a total of 700,000 shares of common stock. The exercise price of these
warrants is $8.50 per share.
**Does not include Merck "B" Warrants.