AGREEMENT AND PLAN OF MERGER by and among Covis Group S.à r.l., Covis Mergerco Inc., AMAG Pharmaceuticals, Inc.Agreement and Plan of Merger • October 1st, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into on October 1, 2020, by and among: Covis Group S.à r.l., a Luxembourg company (“Parent”); Covis Mergerco Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and, solely with respect to Sections 5.1, 5.2, 5.3, 5.4, 5.6, 6.14 and 6.15, Covis Finco S.à r.l., a Luxembourg company and the direct parent of Parent (“Debt Financing Borrower”) .
SUPPORT AGREEMENTSupport Agreement • October 1st, 2020 • Amag Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of October 1, 2020, is by and among Covis Group S.à r.l., a Luxembourg company (“Parent”), Covis Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
