SAGENT TECHNOLOGY INC
EXHIBIT 10.32
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>f74442ex10-32.txt
<DESCRIPTION>EXHIBIT 10.32
<TEXT>
<PAGE>   1
                                                                   Exhibit 10.32




                             SAGENT TECHNOLOGY, INC.




                        800 W. EL CAMINO REAL, SUITE 300
                             MOUNTAIN VIEW, CA 94040




                         COMMON STOCK PURCHASE AGREEMENT




                                 JULY 23, 2001


<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
SECTION 1........................................................................................   1
        1.1    AUTHORIZATION.....................................................................   1
        1.2    SALE OF SHARES....................................................................   1
        1.3    USE OF PROCEEDS...................................................................   1
SECTION 2........................................................................................   1
        2.1    CLOSING...........................................................................   1
        2.2    SUBSEQUENT CLOSINGS...............................................................   2
        2.3    DELIVERY..........................................................................   2
SECTION 3........................................................................................   2
        3.1    ORGANIZATION AND STANDING.........................................................   3
        3.2    CORPORATE POWER...................................................................   3
        3.3    CAPITALIZATION....................................................................   3
        3.4    AUTHORIZATION.....................................................................   3
        3.5    FINANCIAL STATEMENTS..............................................................   4
        3.6    NO MATERIAL ADVERSE CHANGE........................................................   4
        3.7    NO UNDISCLOSED LIABILITIES........................................................   4
        3.8    TITLE TO ASSETS...................................................................   4
        3.9    ACTIONS PENDING...................................................................   5
        3.10   COMPLIANCE WITH LAW...............................................................   5
        3.11   CERTAIN FEES......................................................................   5
        3.12   MATERIAL AGREEMENTS...............................................................   5
        3.13   EMPLOYEES.........................................................................   5
        3.14   INTELLECTUAL PROPERTY, TRADEMARKS, ETC............................................   6
        3.15   COMMISSION FILINGS................................................................   6
        3.16   NO CONSENTS.......................................................................   6
        3.17   NON-CONTRAVENTION.................................................................   6
        3.18   CONSTITUENT DOCUMENTS.............................................................   6
SECTION 4........................................................................................   6
        4.1    EXPERIENCE; SPECULATIVE NATURE OF INVESTMENT......................................   7
        4.2    INVESTMENT........................................................................   7
        4.3    RULE 144..........................................................................   7
        4.4    ACCESS TO DATA....................................................................   7
        4.5    AUTHORIZATION.....................................................................   8
        4.6    BROKERS OR FINDERS................................................................   8
        4.7    TAX LIABILITY.....................................................................   8
SECTION 5........................................................................................   8
        5.1    REPRESENTATIONS AND WARRANTIES CORRECT............................................   8

</TABLE>


<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
        5.2    COVENANTS.........................................................................   9
        5.3    BLUE SKY..........................................................................   9
        5.4    RIGHTS AGREEMENT..................................................................   9
        5.5    COMPLIANCE CERTIFICATE............................................................   9
        5.6    COMPLIANCE WITH LAW...............................................................   9
        5.7    OPINION OF COMPANY'S COUNSEL......................................................   9
        5.8    STOCK CERTIFICATES................................................................   9
        5.9    CLOSING...........................................................................   9
SECTION 6........................................................................................  10
        6.1    REPRESENTATIONS...................................................................  10
        6.2    COVENANTS.........................................................................  10
        6.3    BLUE SKY..........................................................................  10
        6.4    RIGHTS AGREEMENT..................................................................  10
        6.5    COMPLIANCE WITH LAW...............................................................  10
        6.6    FUNDING...........................................................................  10
SECTION 7........................................................................................  10
        7.1    GOVERNING LAW.....................................................................  10
        7.2    SURVIVAL..........................................................................  11
        7.3    SUCCESSORS AND ASSIGNS............................................................  11
        7.4    ENTIRE AGREEMENT; AMENDMENT.......................................................  11
        7.5    NOTICES, ETC......................................................................  11
        7.6    DELAYS OR OMISSIONS...............................................................  11
        7.7    COUNTERPARTS......................................................................  12
        7.8    SEVERABILITY......................................................................  12
        7.9    TITLES AND SUBTITLES..............................................................  12
        7.10   EXPENSES..........................................................................  12
        7.11   DEFINITION OF "KNOWLEDGE".........................................................  12

</TABLE>


                                      -ii-


<PAGE>   4




                             SAGENT TECHNOLOGY, INC.

                         COMMON STOCK PURCHASE AGREEMENT

        THIS COMMON STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made as of
July 23, 2001 by and among Sagent Technology, Inc., a Delaware corporation (the
"COMPANY"), and the purchasers identified in Exhibit A hereto (the
"PURCHASERS").

                                    SECTION 1

                     AUTHORIZATION AND SALE OF COMMON STOCK

        1.1 AUTHORIZATION. The Company has authorized the sale and issuance
of up to ten million (10,000,000) shares (the "SHARES") of the Company's Common
Stock, $0.001 par value (the "COMMON STOCK"), to the Purchasers listed in
Exhibit A hereto for a purchase price per share equal to the average of the
closing bid prices of the Common Stock as reported by NASDAQ for the five days
prior to the Effective Date. The "EFFECTIVE DATE" shall mean, with respect to a
Closing (as such term is defined below in Section 2.1), the date as of which all
of the Purchasers participating in such Closing have executed this Agreement.

        1.2 SALE OF SHARES. Subject to the terms and conditions of this
Agreement, each of the Purchasers agrees to purchase and the Company agrees to
sell and issue to the Purchasers the number of Shares set forth next to such
Purchaser's name on Exhibit A, for the purchase price set forth on Exhibit A.
The Company's agreement with each Purchaser is a separate agreement, and the
sale of Shares to each Purchaser is a separate sale.

        1.3 USE OF PROCEEDS. The Company shall use the proceeds of the
purchase price specified in Section 1.2 above solely for working capital
purposes and not for any other purpose.

                                    SECTION 2

                             CLOSING DATE; DELIVERY

        2.1 CLOSING. The first closing of the purchase and sale of the Shares
hereunder (the "FIRST CLOSING") shall take place at the offices of Wilson
Sonsini Goodrich & Rosati, P.C. ("WSGR"), 650 Page Mill Road, Palo Alto,
California, at 10:00 a.m. California time, on the day on which all of the
conditions set forth in Sections 5 and 6 have been satisfied or waived (the
"CLOSING") or at such other time and place upon which the Company and the
Purchasers shall agree. Subsequent closings of the sale and purchase of the
Shares under this Agreement (each, a "SUBSEQUENT CLOSING") shall take place at
times agreed upon by the Company and the Purchasers participating in each
respective Subsequent Closing (the date of each Subsequent Closing, a
"SUBSEQUENT CLOSING DATE"; the First Closing and the Subsequent Closings
collectively, the "CLOSINGS"); provided that, each such



<PAGE>   5

Subsequent Closing shall have occurred within thirty (30) days of the First
Closing. For all purposes of the Agreement, the terms "CLOSING" and "CLOSING
DATE," unless otherwise indicated, refer to the First Closing Date.

        2.2 SUBSEQUENT CLOSINGS. The Company and the Purchasers purchasing
Common Stock at each Subsequent Closing ("NEW PURCHASERS") shall execute
counterpart signature pages to this Agreement and the Common Stock Rights
Agreement attached hereto as Exhibit B, and such New Purchasers will, upon
delivery to the Company of such signature pages, become parties to, and bound
by, this Agreement and the Common Stock Rights Agreement, each to the same
extent as if they had been Purchasers at the Closing. As soon as reasonably
practicable after each Subsequent Closing, Exhibit A to the Agreement will be
amended to list the New Purchasers purchasing shares of Common Stock hereunder
and the number of shares of Common Stock purchased by each New Purchaser under
the Agreement at each such Subsequent Closing. The Company will promptly furnish
to each Purchaser copies of the amendments to Exhibit A referred to in the
preceding sentence. Upon the completion of each Subsequent Closing as provided
in this Section 2, each New Purchaser will be deemed to be a "PURCHASER" for all
purposes of the Agreement and will become parties to the Common Stock Rights
Agreement in the same manner as the Purchasers hereunder subject to the
limitations on rights contained in such agreements based upon number of shares
purchased.

        2.3 DELIVERY. Prior to or at the Closing, the Company shall issue
irrevocable instructions to its transfer agent to cause the delivery to each
Purchaser of a stock certificate registered in such Purchaser's name (or the
name of such Purchaser's nominee if set forth on Exhibit A) representing the
number of Shares designated on Exhibit A for payment of the purchase price
therefor as set forth in Section 1.2 above, by transfer per the Company's
instructions.

                                    SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in writing in the disclosure letter supplied by the
Company to the Purchasers and delivered concurrently with this Agreement (the
"DISCLOSURE LETTER") and in the Company's most recent Form 10-K for its fiscal
year ended December 31, 2000 and Form 10-Q for its fiscal quarter ended March
31, 2001, filed with the Securities and Exchange Commission (the "COMMISSION")
pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")
and the registration statement on Form S-1, as amended, filed with the
Commission on June 26, 2001 pursuant to the Securities Act of 1933, as amended
(collectively, the "COMMISSION FILINGS"), the Company represents and warrants to
the Purchasers dated as of the date hereof and as of the Closing Date as
follows:

        3.1 ORGANIZATION AND STANDING. The Company is a corporation duly
organized and existing under, and by virtue of, the laws of the State of
Delaware and is in good standing under such laws. The Company has requisite
corporate power and authority to own and operate its properties and assets, and
to carry on its business. The Company is presently qualified to do business as a
foreign corporation in each jurisdiction where the failure to be so qualified
would have a material adverse



                                                                               2
<PAGE>   6

effect on the business, assets, financial condition or operations of the
Company, or could reasonably be expected to do so solely with the passage of
time (a "MATERIAL ADVERSE EFFECT").

        3.2 CORPORATE POWER. The Company has all requisite legal and corporate
power and authority to execute and deliver this Agreement and that certain
Common Stock Rights Agreement, substantially in the form attached hereto as
Exhibit B (the "RIGHTS AGREEMENT"), to sell and issue the Shares hereunder and
to perform its obligations under the terms of this Agreement and the Rights
Agreement (together, the "AGREEMENTS").

        3.3 CAPITALIZATION. The authorized capital stock of the Company and the
shares thereof issued and outstanding are set forth in Section 3.3 of the
Disclosure Letter. All of the outstanding shares of the Company's Common Stock
have been duly and validly authorized. None of the Company's Preferred Stock is
issued and outstanding prior to the Closing. Except as set forth in Section 3.3
of the Disclosure Letter, no shares of capital stock of the Company are entitled
to preemptive rights or registration rights and there are no outstanding
options, warrants, scrip, rights to subscribe to, call or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company. Furthermore, except as set forth in
Section 3.3 of the Disclosure Letter, there are no contracts or commitments by
which the Company is or may become bound to issue additional shares of the
capital stock of the Company or options, securities or rights convertible into
shares of capital stock of the Company. Except as set forth in Section 3.3 of
the Disclosure Schedule, the Company is not a party to any agreement granting
registration rights to any person with respect to any of its equity or debt
securities. The Company is not a party to, and it has no knowledge of, any
agreement restricting the voting or transfer of any shares of the capital stock
of the Company other than transfer restrictions imposed to satisfy state and
federal securities laws. The offer and sale of all capital stock, convertible
securities, rights, warrants, or options of the Company issued prior to the
Closing complied with all applicable federal and state securities laws, and no
stockholder has a right of rescission or damages with respect thereto.

        3.4 AUTHORIZATION. All corporate action on the part of the Company and
its directors necessary for the authorization, execution, delivery and
performance of the Agreements by the Company, the authorization, sale, issuance
and delivery of the Shares and the performance of all of the Company's
obligations under the Agreements has been taken or will be taken prior to the
Closing. The Agreements, when executed and delivered by the Company, shall
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, except that
the indemnification provisions of Section 1.11 of the Rights Agreement may
further be limited by principles of public policy, the existence and
applicability of which Purchasers do not concede and specifically reserve the
right to contest. The Shares, when issued against payment of the purchase price
specified in this Agreement, will be validly issued, fully paid and
nonassessable; will be free of any liens or encumbrances, other than any liens
or encumbrances created by or imposed upon such Shares by the Purchasers;
provided, however, that the Shares are subject to restrictions on transfer under
state and/or federal securities laws as set forth herein and in the Rights
Agreement.



                                                                               3
<PAGE>   7

        3.5 FINANCIAL STATEMENTS. The financial statements of the Company
included in the Company's most recent quarterly report on Form 10-Q for its
fiscal quarter ended March 31, 2001, comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the Commission or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statements), and fairly present in all material respects
the financial position of the Company and its subsidiaries as of the dates
thereof and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

        3.6 NO MATERIAL ADVERSE CHANGE. Since the date of the Company's most
recent quarterly report on Form 10-Q for its fiscal quarter ended March 31,
2001, filed with the Commission, the Company has not experienced or suffered any
event or condition which has caused a Material Adverse Effect.

        3.7 NO UNDISCLOSED LIABILITIES. The Company has no liabilities,
obligations, claims or losses that would be required to be disclosed on a
balance sheet of the Company (including the notes thereto), which are not
disclosed on the face of the balance sheet included in the Company's financial
statements delivered herewith, other than those incurred in the ordinary course
of the Company's business since March 31, 2001, and which, individually or in
the aggregate, do not or would not have a Material Adverse Effect.

        3.8 TITLE TO ASSETS. Subject to Section 3.14, the Company has good and
marketable title to all of its property and assets, free of any mortgages,
pledges, charges, liens, security interests or other encumbrances that could
reasonably be expected to cause a Material Adverse Effect.

        3.9 ACTIONS PENDING. There is no action, suit, claim, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the
Company, which questions the validity of, or may hinder the enforceability or
performance of the Agreements or the transactions contemplated hereby or thereby
or any action taken or to be taken pursuant hereto or thereto. There is no
action, suit, claim, investigation or proceeding pending or, to the knowledge of
the Company, threatened, against or involving the Company, any subsidiary or any
of their respective properties or assets and which, if adversely determined, is
reasonably likely to result in a Material Adverse Effect.

        3.10 COMPLIANCE WITH LAW. The business of the Company has been and is
presently being conducted in accordance with all applicable federal, state and
local governmental laws, rules, regulations and ordinances, and other than
instances which, individually or in the aggregate could not have been or could
not be reasonably expected to have a Material Adverse Effect. The Company has
all franchises, permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of its business as now
being conducted by it unless the failure to possess such franchises, permits,
licenses, consents and other governmental or regulatory



                                                                               4
<PAGE>   8

authorizations and approvals, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

        3.11 CERTAIN FEES. Except as set forth in Section 3.11 of the Disclosure
Letter, no brokers, finders or financial advisory fees or commissions will be
payable by the Company with respect to the transactions contemplated by this
Agreement.

        3.12 MATERIAL AGREEMENTS. The Company is not a party to any written or
oral contract, instrument, agreement, commitment, obligation, plan or
arrangement, a copy of which would be required to be filed with the Commission
as an exhibit to a registration statement or applicable form (collectively,
"MATERIAL AGREEMENTS") if the Company were registering securities under the
Securities Act of 1933, as amended (the "SECURITIES ACT"). The Company has in
all material respects performed all the obligations required to be performed by
it under the Material Agreements, has received no notice of default and, to the
best of the Company's knowledge, is not in default under any Material Agreement
now in effect, the result of which could reasonably be expected to cause a
Material Adverse Effect.

        3.13 EMPLOYEES. The Company has no collective bargaining arrangements
covering any of its employees.

        3.14 INTELLECTUAL PROPERTY, TRADEMARKS, ETC. To the knowledge of the
Company, (i) the Company has the right to use, free and clear of all liens,
charges, claims and restrictions, all intellectual property, patents,
trademarks, service marks, trade names, copyrights, licenses and rights which
are material to the business of the Company as presently conducted and (ii) the
Company is not infringing upon or otherwise acting adversely to the right or
claimed right of any other person under or with respect to the foregoing.

        3.15 COMMISSION FILINGS. The Company has timely filed all reports,
registration statements, proxy statements and other materials, together with any
amendments thereto, required to be filed by the Company with the Commission
under the Exchange Act. As of the date filed, the Commission Filings did not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading. The financial statements contained in the
Commission Filings fairly present the financial position of the Company and its
subsidiaries as at the dates thereof and for the periods covered thereby and
have been prepared in accordance with GAAP and with the published rules and
regulations of the Commission with respect thereto.

        3.16 NO CONSENTS. No consent, authorization, approval or filing with or
from any governmental authority or any third party, whether pursuant to an
agreement, instrument, other document or applicable law, is required in
connection with the Company's entering into or performing the Agreements or the
issuance of the Shares.

        3.17 NON-CONTRAVENTION. Neither the execution and delivery of the
Agreements nor the consummation of the transactions contemplated thereby,
including without limitation the sale and issuance of the Shares violates the
Certificate of Incorporation or bylaws of the Company, any



                                                                               5
<PAGE>   9

instrument, judgement, order, writ, decree or agreement to which it is a party
or by which it is bound or any provision of any federal or state law, rule or
regulation applicable to the Company or its business.

        3.18 CONSTITUENT DOCUMENTS. The Company has delivered to the Purchaser a
true and correct copy of the Company's Certificate of Incorporation and bylaws
as in effect on the Closing Date and they have not been further amended,
modified or repealed.

                                    SECTION 4

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

        Each Purchaser hereby severally represents and warrants to the Company
with respect to the purchase of Shares as follows:

        4.1 EXPERIENCE; SPECULATIVE NATURE OF INVESTMENT. The Purchaser (or its
principals or advisors) has substantial experience in evaluating and investing
in private placement transactions of securities in companies similar to the
Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests. The
Purchaser acknowledges that its investment in the Company is highly speculative
and entails a substantial degree of risk and the Purchaser is in a position to
lose the entire amount of such investment.

        4.2 INVESTMENT. The Purchaser is acquiring the Shares for investment for
its own account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution thereof. The Purchaser understands
that the Shares to be purchased and/or acquired hereby have not been, and will
not be, registered under the Securities Act (except as provided in the Rights
Agreement) by reason of a specific exemption from the registration provisions of
the Securities Act, the availability of which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the
Purchaser's representations as expressed herein. The Purchaser is an "accredited
investor" within the meaning of Regulation D, Rule 501(a), promulgated by the
Commission.

        4.3 RULE 144. The Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. The Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act which, during a
certain period after the purchase of the Shares, permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the security to be sold, the sale being effected through a
"broker's transaction" or in transactions directly with a "market maker" and the
number of shares being sold during any three-month period not exceeding
specified limitations. The Purchaser understands that the certificates
evidencing the Shares will be imprinted with a legend that prohibits the
transfer of such securities unless they are registered or such registration is
not required.

                                                                               6
<PAGE>   10

        4.4 ACCESS TO DATA. The Purchaser has had an opportunity to discuss the
Company's business, management and financial affairs with its management. The
Purchaser has also had an opportunity to ask questions of officers of the
Company, which questions were answered to the Purchaser's satisfaction. The
Purchaser understands that such discussions, as well as any written information
issued by the Company, were intended to describe certain aspects of the
Company's business and prospects but were not a thorough or exhaustive
description.

        4.5 AUTHORIZATION. The Agreements, when executed and delivered by the
Purchaser, will constitute valid and legally binding obligations of the
Purchaser, enforceable in accordance with their terms, except as the
indemnification provisions of the Rights Agreement may be limited by principles
of public policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.

        4.6 BROKERS OR FINDERS. Except as set forth in the Disclosure Letter,
the Purchaser has not engaged any brokers, finders or agents, and the Company
has not, and will not, incur, directly or indirectly, as a result of any action
taken by Purchaser, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with the Agreements. In the
event that the preceding sentence is in any way inaccurate, the Purchaser agrees
to indemnify and hold harmless the Company from any liability for any commission
or compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability) for which the Company, or any of its officers,
directors, employees or representatives, is responsible.

        4.7 TAX LIABILITY. The Purchaser has reviewed with its own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Agreements. With respect to such matters,
the Purchaser is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents other than the
representations and warranties set forth herein. The Purchaser understands that
it (and not the Company) shall be responsible for its own tax liability that may
arise as a result of this investment or the transactions contemplated by the
Agreements.

                                    SECTION 5

                 CONDITIONS TO PURCHASERS' OBLIGATIONS TO CLOSE

        Each Purchaser's obligations to purchase the Shares are, unless waived
by such Purchaser, subject to the fulfillment of the following conditions:

        5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date.

        5.2 COVENANTS. All covenants, agreements and conditions contained in the
Agreements to be performed by the Company on or prior to the Closing shall have
been performed or complied with in all material respects.

                                                                               7
<PAGE>   11

        5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or have the availability of exemptions therefrom,
required by any state for the offer and sale of the Shares.

        5.4 RIGHTS AGREEMENT. The Company shall have executed and delivered the
Rights Agreement.

        5.5 COMPLIANCE CERTIFICATE. The Chief Executive Officer of the Company
shall have executed a Compliance Certificate, in substantially the form attached
hereto as Exhibit C hereto, certifying the satisfaction of the conditions to
closing listed in Sections 5.1 and 5.2 hereof.

        5.6 COMPLIANCE WITH LAW. No provision of any applicable law or
regulation and no judgment, injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.

        5.7 OPINION OF COMPANY'S COUNSEL. The Purchasers shall have received
from WSGR, counsel to the Company, an opinion addressed to the Purchasers, dated
the Closing Date, in substantially the form attached hereto as Exhibit D.

        5.8 STOCK CERTIFICATES. The Company shall have issued irrevocable
instructions to its transfer agent to cause stock certificates representing the
Shares purchased by each Purchaser hereunder to be delivered to such Purchaser.

        5.9 CLOSING. In connection with the First Closing, the Purchasers shall
purchase Shares valued in the aggregate at ten million dollars ($10,000,000).


                                    SECTION 6

                  CONDITIONS TO COMPANY'S OBLIGATIONS TO CLOSE

        The Company's obligation to sell and issue the Shares are, unless waived
by the Company, subject to the fulfillment of the following conditions:

        6.1 REPRESENTATIONS. The representations and warranties made by the
Purchasers in Section 4 hereof shall be true and correct as of the Closing Date.

        6.2 COVENANTS. All covenants, agreements and conditions contained in the
Agreements to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

        6.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or have the availability of exemptions therefrom,
required by any state for the offer and sale of the Shares.

        6.4 RIGHTS AGREEMENT. Each Purchaser shall have executed and delivered
the Rights Agreement.

                                                                               8
<PAGE>   12

        6.5 COMPLIANCE WITH LAW. No provision of any applicable law or
regulation and no judgment, injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.

        6.6 FUNDING. The Company shall have received payment for all of the
Shares being purchased and sold in connection with the First Closing by 12:00
noon, P.S.T., on Friday, July 27, 2001.

                                    SECTION 7

                                  MISCELLANEOUS

        7.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the State of Delaware, without regard to its choice of law
rules.

        7.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery hereof and the Closing.

        7.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, however, that the rights of the Purchasers to purchase the Shares
shall not be assignable without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed.

        7.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents
delivered pursuant hereto at the Closing constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the
Purchasers holding a majority of the Shares sold and issued hereunder.

        7.5 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to a Purchaser, at such Purchaser's address set forth on
Exhibit A, or at such other address as such Purchaser shall have furnished to
the Company in writing, or (b) if to any other holder of any Shares, at such
address as such holder shall have furnished the Company in writing, or, until
any such holder so furnishes an address to the Company, then to and at the
address of the last holder of such Shares who has so furnished an address to the
Company, or (c) if to the Company, one copy should be sent to its address set
forth on the cover page of this Agreement and addressed to the attention of the
Chief Executive Officer, or at such other address as the Company shall have
furnished to the Purchasers.

        Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the



                                                                               9
<PAGE>   13

earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid.

        7.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-defaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

        7.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

        7.8 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

        7.9 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.

        7.10 EXPENSES. The Company and the Purchasers shall each bear their own
fees, costs and expenses incurred on their behalf with respect to the Agreements
and the transactions contemplated hereby and any amendments or waiver thereto.

        7.11 DEFINITION OF "KNOWLEDGE". As used herein with respect to the
Company, the term "knowledge" means the actual knowledge of the Company's
executive officers after they have conducted reasonable inquiry.








                            (Signature Page Follows)



                                                                              10
<PAGE>   14



        The foregoing Agreement is hereby executed by each party as of the date
indicated below.



                                       "COMPANY"

                                       SAGENT TECHNOLOGY, INC.
                                       a Delaware corporation



                                       By: /s/ Ben C. Barnes
                                           -------------------------------------
                                           Name:   Ben C. Barnes
                                           Title:  President and Chief Executive
                                                   Officer
                                           Date:   July 23, 2001

















               (Signature Page to Common Stock Purchase Agreement)

<PAGE>   15








                                       "PURCHASER"

                                       CastleRock Partners, L.P.



                                       By: /s/ Ellen H. Adams
                                           -------------------------------------
                                           Name:  Ellen H. Adams
                                           Title:    Managing Member of the
                                                       General Partner
                                           Date:    July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   16








                                       "PURCHASER"

                                       CastleRock Partners II, L.P.



                                       By: /s/ Ellen H. Adams
                                           -------------------------------------
                                           Name:  Ellen H. Adams
                                           Title:    Managing Member of the
                                                       General Partner
                                           Date:     July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   17








                                       "PURCHASER"

                                       CastleRock Fund, Ltd.



                                       By: /s/ Ellen H. Adams
                                           -------------------------------------
                                           Name:  Ellen H. Adams
                                           Title:  Principal & Vice President of
                                                   the Investment Advisor
                                           Date:   July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   18








                                       "PURCHASER"

                                       Quantum Partners LDC



                                       By: /s/ Ellen H. Adams
                                           -------------------------------------
                                           Name:  Ellen H. Adams
                                           Title:  Principal & Vice President of
                                                     CastleRock Asset
                                                     Management, Inc.,
                                                     Investment Advisor to
                                                     Quantum Partners LDC
                                           Date:   July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   19








                                       "PURCHASER"



                                       By: /s/ G. Nicholas Farwell
                                           -------------------------------------
                                           Name:  G. Nicholas Farwell
                                           Title:    Senior Partner, Arbor Group
                                           Date: July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   20








                                       "PURCHASER"



                                       By: /s/ Philip W. Goldsmith
                                           -------------------------------------
                                           Name:  Philip W. Goldsmith IRA
                                           Title: Bear Stearns Securities Corp.,
                                                    Custodian
                                           Date:  July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   21








                                       "PURCHASER"

                                       One GT Associates



                                       By: /s/ Jay R. Harris
                                           -------------------------------------
                                           Name:  Jay R. Harris
                                           Title: Managing General Partner
                                           Date:  July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   22








                                       "PURCHASER"

                                       RS Diversified Growth



                                       By: /s/ John Wallace
                                           -------------------------------------
                                           Name:  John Wallace
                                           Title: Portfolio Manager
                                           Date: July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   23








                                       "PURCHASER"

                                       RS Microcap Growth



                                       By: /s/ W. Wolfenden III
                                           -------------------------------------
                                           Name:  Bill Wolfenden
                                           Title: Portfolio Manager
                                           Date: July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   24








                                       "PURCHASER"

                                       Special Situations Fund III, L.P.



                                       By: /s/ Austin Marxe
                                           -------------------------------------
                                           Name:  Austin Marxe
                                           Title: MD
                                           Date: July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   25








                                       "PURCHASER"

                                       Special Situations Private Equity Fund,
                                       L.P.



                                       By: /s/ Austin Marxe
                                           -------------------------------------
                                           Name:  Austin Marxe
                                           Title: MD
                                           Date: July 23, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   26








                                       "PURCHASER"

                                       Perry Partners LP
                                       Perry Partners Int'l



                                       By: /s/ Paul Leff
                                           -------------------------------------
                                           Name:  Paul Leff
                                           Title: Senior Managing Director
                                           Date: July 24, 2001



























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   27








                                       "PURCHASER"

                                       Asphalt Green, Inc.
                                       City of Stamford Fireman's Pension Fund
                                       Andrew Heiskell

                                       By:  Zesiger Capital Group LLC,
                                              as agent and attorney-in-fact



                                       By: /s/ James F. Cleery
                                           -------------------------------------
                                           Name:  James F. Cleery
                                           Title: Managing Member
                                           Date:  July 26, 2001
























               (Signature Page to Common Stock Purchase Agreement)


<PAGE>   28








                                       "PURCHASER"

                                       CompassPoint Explorer Fund



                                       By: /s/ Andrew T. Graves
                                           -------------------------------------
                                       Name:  Andrew T. Graves
                                       Title: Managing Partner
                                       Date:  July 25, 2001



























               (Signature Page to Common Stock Purchase Agreement)



<PAGE>   29

                                      "PURCHASER"

                                       Lazar Foundation
                                       Meehan Foundation
                                       Morgan Trust Co. of the Bahamas Ltd. as
                                         Trustee U/A/D 11/30/93

                                       By: Zesiger Capital Group LLC,
                                            as agent and attorney-in-fact


                                       By: /s/ James F. Cleery
                                           ------------------------------
                                           Name:   James F. Cleery
                                           Title:  Managing Member
                                           Date:   July 31, 2001

















              (Signature Page to Common Stock Purchase Agreement)

<PAGE>   30






        EXHIBITS

               A      Schedule of Purchasers

               B      Common Stock Rights Agreement

               C      Compliance Certificate

               D      Opinion of Counsel




<PAGE>   31
                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
                                               NUMBER                                                  PURCHASE           EFFECTIVE
PURCHASER                                      OF SHARES    RECORD HOLDER                              PRICE              DATE
---------                                      ---------    -------------                              --------           ---------
<S>                                           <C>           <C>                                        <C>                <C>
RS Diversified Growth                          2,428,256    Barnett & Company                          $ 4,399,999.87      07/23/01
RS Microcap Growth                               331,126    Barnett & Company                              600,000.31      07/23/01
CastleRock Partners, L.P.                      1,142,384    CastleRock Partners, L.P.                    2,069,999.81      07/23/01
CastleRock Partners II, L.P.                      89,404    CastleRock Partners II, L.P.                   162,000.05      07/23/01
CastleRock Fund, Ltd.                          1,665,563    CastleRock Fund Ltd.                         3,018,000.16      07/23/01
Quantum Partners LDC                             413,907    Quantum Partners LDC                           749,999.48      07/23/01
Philip W. Goldsmith IRA - Bear Stearns            25,000    Bear Stearns Securities Corp. FBO               45,300.00      07/23/01
   Securities Corp. Custodian                               Philip W. Goldsmith IRA
One GT Associates                                 50,000    One GT Associates                               90,600.00      07/23/01
G. Nicholas Farwell                               25,000    G. Nicholas Farwell                             45,300.00      07/23/01
Special Situations Fund III, L.P.                481,600    Special Situations Fund III, L.P.              872,659.20      07/23/01
Special Situations Cayman Fund, L.P.             163,400    Special Situations Cayman Fund, L.P.           296,080.80      07/23/01
Special Situations Private Equity Fund           215,000    Special Situations Private Equity              389,580.00      07/23/01
   L.P.                                                     Fund L.P.
Perry Partners LP                                 80,163    Perry Partners LP                              147,499.92      07/24/01
Perry Partners Int'l                             191,576    Perry Partners Int'l                           352,499.84      07/24/01
Compasspoint Explorer Fund L.P.                  200,000    Compasspoint Explorer Fund L.P.                374,800.00      07/25/01

1ST CLOSING TOTAL                              7,502,379                                               $13,614,319.44


<CAPTION>
                                               NUMBER                                                  PURCHASE           EFFECTIVE
PURCHASER                                      OF SHARES    RECORD HOLDER                              PRICE              DATE
---------                                      ---------    -------------                              --------           ---------
<S>                                           <C>           <C>                                        <C>                <C>
Andrew Heiskell                                  27,000     Andrew Heiskell                                 51,570.00      07/26/01
City of Stamford Firemen's Pension Fund         183,000     City of Stamford Firemen's Pension             349,530.00      07/26/01
                                                            Fund

Asphalt Green, Inc.                              13,000     Cudd & Co.                                      24,830.00      07/26/01
Public Employee Retirement System of          1,007,000     Mellon Bank as custodian for                 1,999,902.00      07/30/01
Idaho                                                       PERSI/ZCG
City of Milford Pension & Retirement            252,000     City of Milford Pension & Retirement           500,472.00      07/30/01
Fund                                                        Fund

2ND CLOSING TOTAL                             1,482,000                                                $ 2,926,304.00

<CAPTION>
                                               NUMBER                                                  PURCHASE           EFFECTIVE
PURCHASER                                      OF SHARES    RECORD HOLDER                              PRICE              DATE
---------                                      ---------    -------------                              --------           ---------
<S>                                           <C>           <C>                                        <C>                <C>

Lazar Foundation                                 29,000     Hare & Co.                                      60,262.00      07/31/01
Meehan Foundation                                39,000     Meehan Foundation                               81,042.00      07/31/01
Morgan Trust Co. of the Bahamas Ltd. as          63,000     Morgan Trust Co. of the Bahamas Ltd.           130,914.00      07/31/01
Trustee U/A/D 11/30/93                                      as Trustee U/A/D 11/30/93

3RD CLOSING TOTAL                               131,000                                                    272,218.00

ALL CLOSINGS TOTAL:                           9,115,379                                                $16,812,841.44
</TABLE>
<PAGE>   32






                                    EXHIBIT B

                          COMMON STOCK RIGHTS AGREEMENT





<PAGE>   33






                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE


        Pursuant to Section 5.5 of that certain Common Stock Purchase Agreement
dated as of July ___, 2001 among Sagent Technology, Inc., a Delaware corporation
(the "COMPANY"), and the Purchasers set forth therein (the "AGREEMENT"), the
undersigned, Ben C. Barnes, does hereby certify on behalf of the Company as
follows:

        1. He is the duly elected Chief Executive Officer of the Company;

        2. The Company has fulfilled all of the conditions specified in Sections
5.1 and 5.2 of the Agreement;

        3. Except as set forth herein and in the Disclosure Letter delivered to
the Purchasers, the representations and warranties of the Company set forth in
Section 3 of the Agreement are true and correct as of the date hereof;

        4. Since March 31, 2001, the Company has not issued any shares of Common
Stock or Preferred Stock except such shares issued pursuant to the exercise of
options and warrants outstanding as of such date and except as set forth in the
Disclosure Letter;

        5. Since March 31, 2001, the Company has not granted any additional
options or rights to purchase stock under its stock option plans, director
option plan and employee stock purchase plan, and has not issued any warrants
for the purchase of any of its stock except as set forth in the Disclosure
Letter.



<PAGE>   34



        6. Attached hereto as Exhibit A is a true and correct copy of certain
resolutions duly adopted by the board of directors of the Company on July ___,
2001, and such resolutions have not been altered, amended, modified or rescinded
and remain in full force and effect on the date hereof.

        7. Attached hereto as Exhibit B is a true and correct copy of the
Amended and Restated Certificate of Incorporation of the Company as filed with
the Delaware Secretary of State on March 10, 1999 (the "RESTATED CERTIFICATE"),
and no steps have been taken by the board of directors or the stockholders of
the Company to effect or authorize any amendment or other modification to such
Restated Certificate.

        8. Attached hereto as Exhibit C is a true and correct copy of the Bylaws
of the Company and no steps have been taken by the board of directors or
stockholders of the Company to effect or authorize any amendment or other
modification to such Bylaws.

        9. Attached hereto as Exhibit D is a true and correct copy of a
long-form Certificate of Good Standing of the Company, as issued by the Delaware
Secretary of State on July __, 2001.

        10. IN WITNESS WHEREOF, the undersigned has executed this certificate on
July __, 2001.


                                               ---------------------------------
                                               Name:  Ben C. Barnes
                                               Title: Chief Executive Officer



                                                                             -2-

<PAGE>   35






                                    EXHIBIT A

                                BOARD RESOLUTIONS





<PAGE>   36






                                    EXHIBIT B

                          CERTIFICATE OF INCORPORATION





<PAGE>   37






                                    EXHIBIT C

                                     BYLAWS





<PAGE>   38






                                    EXHIBIT D

                          CERTIFICATE OF GOOD STANDING

</TEXT>
</DOCUMENT>
