AMNEAL PHARMACEUTICALS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 4, 2018Limited Liability Company Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of May 4, 2018, is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among AMNEAL PHARMACEUTICALS, INC. AMNEAL PHARMACEUTICALS LLC and THE MEMBERS OF AMNEAL PHARMACEUTICALS LLC FROM TIME TO TIME PARTY HERETO Dated as of May 4, 2018Tax Receivable Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 4, 2018 is hereby entered into by and among Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
REVOLVING CREDIT AGREEMENT, dated as of May 4, 2018, among AMNEAL PHARMACEUTICALS LLC, as the Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A....Credit Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT, dated as of May 4, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 4, 2018 (the “Effective Date”), by and between Amneal Pharmaceuticals, Inc. (“Amneal”) and Paul M. Bisaro (the “Executive”).
AMNEAL PHARMACEUTICALS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), the Plan and the special provisions for Participant’s country of residence, if any, attached hereto as Exhibit B (the “Foreign Appendix”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
PURCHASE AND SALE AGREEMENT by and among AMNEAL PHARMACEUTICALS LLC, GEMINI LABORATORIES, LLC, THE PERSONS SIGNATORY HERETO AS SELLERS AND THE SELLERS’ REPRESENTATIVE Dated as of May 7, 2018Purchase and Sale Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Purchase and Sale Agreement, dated as of May 7, 2018 (this “Agreement”), by and among (i) Amneal Pharmaceuticals LLC, a Delaware limited liability company (the “Buyer”), (ii) Gemini Laboratories, LLC, a Delaware limited liability company (the “Acquired Company” or “Gemini”), (iii) each of the persons designated on the signature pages hereto as Sellers (each a “Seller” and, collectively, the “Sellers”), and (iv) Vikram Patel, solely in his capacity as the Sellers’ Representative.
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 4, 2018, among AMNEAL PHARMACEUTICALS LLC, as the Borrower, each other Grantor party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentExecution Version • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT dated as of May 4, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among AMNEAL PHARMACEUTICALS LLC (the “Borrower”) and each other party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ], 2018 by and between Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMNEAL PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • May 7th, 2018 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Plan, the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”) and the special provisions for Participant’s country of residence, if any, attached hereto as Exhibit B (the “Foreign Appendix”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
