December 10, 2020 Neos Therapeutics, Inc. Grand Prairie, TX 75050 Attention: John LimongelliAytu Bioscience, Inc • December 10th, 2020 • Pharmaceutical preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Aytu Biosciences, Inc., a Delaware corporation (“Aytu”), Argon Merger Sub, Inc., a Delaware corporation, and Neos Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). This letter agreement is being entered between Aytu and the Company to describe their agreement relating to a potential financing prior to the completion of the Merger. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement and, if not therein defined, as defined in the unsecured convertible note issued pursuant to the terms of the Merger Agreement by the Company to Aytu (the “Convertible Note”), the form of which is attached to this letter agreement (this “Agreement”) as Exhibit A.
VOTING AND Support AGREEMENT for parent SecurityholdersVoting and Support Agreement • December 10th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2020, by and among Neos Therapeutics, Inc., a Delaware corporation (the “Company”), and the stockholders of Aytu Bioscience Inc., a Delaware corporation (“Parent”) listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
Deerfield Management Company, L.P. 780 Third Avenue, 37th Floor New York, New York 10017Facility Agreement • December 10th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of [●], 202[●], is entered into by and among (i) AYTU BIOSCIENCE, INC., a Delaware corporation (“Subordinated Lender”), (ii) NEOS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and (iii) DEERFIELD PRIVATE DESIGN FUND III, L.P. and DEERFIELD PARTNERS, L.P. (each, a “Lender” and, collectively, the “Lenders”, and, together with any other institutions or other entities from time to time parties to the Facility Agreement (as hereinafter defined) as Lenders, the “Senior Lenders”).
Re: Commitment LetterDecember • December 10th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations
Reference is made to that certain Loan and Security Agreement dated as of October 2, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among NEOS THERAPEUTICS, INC., a Delaware corporation (“Company”), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company (“NT Brands”), NEOS THERAPEUTICS, LP, a Texas limited partnership (“NT LP”; together with Company, NT Brands and each other Person who joins this Agreement as a borrower from time to time, each a “Borrower” and collectively the “Borrowers”), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company (“NT Commercial”), and PHARMAFAB TEXAS, LLC, a Texas limited liability company (“NT PharmaFab”), as Loan Party Obligors, the Lenders party thereto from time to time and ENCINA BUSINESS CREDIT, LLC, as agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreem
VOTING AND Support AGREEMENT for company securityholdersVoting and Support Agreement • December 10th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2020, by and among Aytu Bioscience Inc., a Delaware corporation (“Parent”), Neutron Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and the stockholders of Neos Therapeutics, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
