SHAREHOLDERS AGREEMENT DATED AS OF AMONG OSMOTICA PHARMACEUTICALS PLC ACP HOLDCO (OFFSHORE), L.P. ACP III AIV, L.P. ALTCHEM LIMITED ORBIT CO-INVEST A-I LLC ORBIT CO-INVEST 1 LLC ORBIT CO-INVEST II LLC ORBIT CO-INVEST III LLC AND THE MANAGEMENT...Shareholders Agreement • October 1st, 2018 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, is entered into by and among Osmotica Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland with registration number 607944 and registered office at 25-28 North Wall Quay, Dublin 1, Ireland (together with its successors, the “Company”), ACP Holdco (Offshore), L.P., a Bermuda exempted limited partnership (“ACP Offshore”), ACP III AIV, L.P., a Bermuda exempted limited partnership (the “VCOC”, and together with ACP Offshore, the “Avista Shareholder”), Altchem Limited (the “Altchem Shareholder”), and each of Altchem, on the one hand, and the Avista Shareholder, collectively, on the other hand, a “Sponsor”), Orbit Co-Invest A-I LLC, a Delaware LLC (“Orbit A-1”), Orbit Co-Invest I LLC, a Delaware LLC (“Orbit 1”) and Orbit Co-Invest III, LLC (“Orbit 3”, and together with Orbit A-1 and Orbit 1, the “Co-Invest Vehicles”), the shareholders listed on Annex A hereto as Management Shareholders, and
