INDENTURE Dated as of October 21, 2015 Among CONCORDIA HEALTHCARE CORP. THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.500% SENIOR NOTES DUE 2022Indenture • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
INDENTURE, dated as of October 21, 2015, among Concordia Healthcare Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as Trustee.
INDENTURE Dated as of September 6, 2018 Among CONCORDIA INTERNATIONAL CORP. THE GUARANTORS PARTY HERETO and GLAS TRUST COMPANY LLC as Trustee 8.000% FIRST LIEN SENIOR SECURED NOTES DUE 2024Indenture • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
INDENTURE, dated as of September 6, 2018, among CONCORDIA INTERNATIONAL CORP. (formerly known as Concordia Healthcare Corp.), a corporation continued under the laws of Canada (the “Company”), the Guarantors (as defined herein) party hereto and GLAS Trust Company LLC (“GLAS”), a limited liability company organized and existing under the laws of the State of New Hampshire, as Trustee.
CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA)...Credit and Guaranty Agreement • July 27th, 2016 • Concordia International Corp. • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, any Additional Borrowers that become party to this Agreement from time to time, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
CREDIT AND GUARANTY AGREEMENT dated as of September 6, 2018 amongCredit and Guaranty Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT JOINDER (this “Agreement”), dated as of, _____________, _________, is made by and among ________________, a ______________________ (the “New Subsidiary Credit Party”), Concordia International Corp. a corporation organized under the laws of Canada (the “Borrower”), the Guarantors identified on the signature pages hereof, GLAS Trust Company LLC, as administrative agent (the “Administrative Agent”) under that certain Credit and Guaranty Agreement, dated as of September 6, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, the Administrative Agent and the lenders party thereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Intellectual Property Assignment Agreement (this “IP Assignment Agreement”) is made and entered into as of the 21st day of April 2015 (the “Effective Date”), by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Pharma”), Covis Pharma Holdings S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Holdings”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the laws of Luxembourg (“Covis Injectables,” and collectively with Covis Pharma and Covis Holdings, “Sellers”) and Concordia Pharmaceuticals Inc., an international business company organized under the laws of Barbados (“Purchaser”) (Sellers and Purchaser each a “Party” or together “Parties”).
GOVERNANCE AGREEMENTGovernance Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • Ontario
THIS GOVERNANCE AGREEMENT (this “Agreement”) is dated and effective as of October 21, 2015 between and Concordia Healthcare Corp., a corporation governed under the Laws of the Province of Ontario (“Concordia”), Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey whose registered office is at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (“Cinven”), and the persons whose names are set out in Schedule E hereto (the “Cinven Shareholders”, together with each of their respective Permitted Transferees (as defined below). Concordia and the Cinven Shareholders are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST LIEN INTERCREDITOR AGREEMENT Among Concordia International Corp., the other Grantors party hereto,First Lien Intercreditor Agreement • December 1st, 2016 • Concordia International Corp. • Pharmaceutical preparations • New York
FIRST LIEN INTERCREDITOR AGREEMENT dated as of October 13, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among Concordia International Corp., a corporation amalgamated under the laws of the province of Ontario (the “Borrower”), the other Grantors (as defined below) party hereto, Goldman Sachs Bank USA, as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”) and U.S. Bank National Association, as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 1st, 2015 • Concordia Healthcare Corp. • New York
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of the 21st day of April 2015, by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”) and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement, dated as of the 9th day of March 2015, among Sellers, Purchaser, Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (“Purchaser Parent”) (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X thereof), and Covis Pharma Holdings S.à
Execution Version SUBSCRIPTION AGREEMENT WHEREAS, this subscription agreement dated as of May 1 (the “Agreement”) sets out the agreement among: (a) Concordia International Corp. (“Concordia” or the “Company”), (b) Concordia Healthcare (Canada) Limited...Subscription Agreement • May 2nd, 2018 • Concordia International Corp. • Pharmaceutical preparations
ESCROW AGREEMENTEscrow Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This ESCROW AGREEMENT, dated as of April 21, 2015 (this “Agreement”), is by and among COVIS PHARMA S.À.R.L., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), COVIS INJECTABLES S.À.R.L., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), CONCORDIA PHARMACEUTICALS INC., an international business company organized under the Laws of Barbados (“Purchaser”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”). All terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
DEED OF AMENDMENT relating to the Agreement for the Sale and Purchase of Amdipharm Mercury Limited among the Sellers, the Parent, and the BuyerAgreement for the Sale and Purchase of Amdipharm Mercury Limited • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • England
INDENTURE Dated as of [ ], 2018 Among CONCORDIA INTERNATIONAL CORP. THE GUARANTORS PARTY HERETO and GLAS TRUST COMPANY LLC, as Trustee and as Collateral Agent 8.000% FIRST LIEN SENIOR SECURED NOTES DUE 2024Indenture • July 11th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 2018, among CONCORDIA INTERNATIONAL CORP. (formerly known as Concordia Healthcare Corp.), a corporation continued under the laws of Canada (the “Company”), the Guarantors (as defined herein) party hereto and GLAS Trust Company LLC (“GLAS”), a limited liability company organized and existing under the laws of the State of New Hampshire, as Trustee and as Collateral Agent.
SECOND DEED OF AMENDMENT relating to the Agreement for the Sale and Purchase of Amdipharm Mercury Limited, as amended among the Sellers, the Parent, and the BuyerAgreement for the Sale and Purchase of Amdipharm Mercury Limited • November 25th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • England
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • May 16th, 2018 • Concordia International Corp. • Pharmaceutical preparations • Ontario
This Amendment (this “Amendment”) dated as of May 12, 2018, among (a) Concordia International Corp. (“Concordia”), (b) Concordia Healthcare (Canada) Limited (“CHCL”), (c) each of the affiliates and subsidiaries of Concordia listed on Schedule D to the Subscription Agreement (as defined below) (collectively, the “Subsidiary Guarantors”, and together with Concordia and CHCL, the “Company”), and (d) each of the other signatories hereto (each a Private Placement Party, as defined below) amends the Subscription Agreement dated as of May 1, 2018 (the “Subscription Agreement”) among Concordia, CHCL, the Subsidiary Guarantors, and the other signatories to the Subscription Agreement listed in Schedule E thereto (together with such signatories’ Permitted Transferees (as defined in the Subscription Agreement), each a “Private Placement Party” and collectively the “Private Placement Parties”). The Company and the Private Placement Parties that are signatories to this Amendment are collectively ref
SUPPLY AGREEMENT between Eisai Inc. and Concordia Pharmaceuticals Inc. Dated as of September 30, 2014Supply Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Supply Agreement (this “Agreement”) is made and entered into effective as of September 30, 2014 (the “Effective Date”) by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the Laws of Barbados (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Execution Version INDENTURE Dated as of October 13, 2016 Among CONCORDIA INTERNATIONAL CORP. THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 9.000% FIRST LIEN SENIOR SECURED NOTES DUE 2022Indenture • October 17th, 2016 • Concordia International Corp. • Pharmaceutical preparations • New York
CLIFFORD CHANCE LLPManagement Warranty Deed • September 15th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations
[NOTE: This agreement contains representations and warranties that are solely for the benefit of the parties thereto, were not intended to be treated as categorical statements of fact, but rather represent an allocation of risk between the parties, may be subject to standards of materiality that differ from those that are applicable to investors, may be qualified by disclosures between the parties and were made only as of the date of this agreement or such other date or dates as may be specified in this agreement.]
Dated the 7th of September 2018 Exchange Rights AgreementExchange Rights Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • England and Wales
TWO YEAR EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA CREDIT...Two Year Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
This TWO YEAR EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
LICENSE AGREEMENT between Eisai Inc. and Concordia Pharmaceuticals Inc. Dated as of September 30, 2014License Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This License Agreement (this “Agreement”) is made and entered into effective as of September 30, 2014 (the “Effective Date”), by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Buyer”). Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties.”
INDENTURE Dated as of April 21, 2015 Among CONCORDIA HEALTHCARE CORP. THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.000% SENIOR NOTES DUE 2023Indenture • March 8th, 2018 • Concordia International Corp. • Pharmaceutical preparations • New York
BILL OF SALEBill of Sale • June 1st, 2015 • Concordia Healthcare Corp.
This Bill of Sale (this “Bill of Sale”) is made and entered into as of the 21st day of April 2015, by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement, dated as of the 9th day of March 2015, among Sellers, Purchaser, Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X thereof) and Covis Pharma Holdings S.à.r.l., a limited liability company organi
ContractExtended Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
AMENDMENT NO. 1, dated as of October 27, 2015 (this “Amendment”) among CONCORDIA HEALTHCARE CORP. (the “Borrower”), GOLDMAN SACHS BANK USA, as the Administrative Agent (the “Administrative Agent”) and the Requisite Lenders party hereto, to the Extended Equity Bridge Credit and Guaranty Agreement, dated as of October 21, 2015, (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and the Administrative Agent; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SUMITOMO ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Sumitomo Assignment and Assumption Agreement (this “Agreement”) is entered into this 17th day of September, 2014, by and among Eisai Co., Ltd., a Japanese limited company (“ECL”), Eisai Inc., a Delaware corporation (“ESI”, and together with ECL, the “Eisai Companies”), Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Concordia”), and Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”). The Eisai Companies, Concordia and Sumitomo may each be referred to herein as a “Party” and collectively as the “Parties.” This Agreement is entered into in connection with the execution and delivery of the Asset Purchase Agreement, dated as of September 3, 2014, by and between ESI and Concordia (the “Asset Purchase Agreement”). Additional definitions are listed in Annex A. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the North American Agreemen
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Transition Services Agreement (this “Agreement”) is made and entered into effective as of the 21st day of April 2015 (the “Effective Date”), by and among Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”, and collectively with Covis Pharma, “Sellers”), Covis Pharmaceuticals, Inc., a Delaware corporation (“CPI”) and Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”).
ASSET PURCHASE AGREEMENT By and between EISAI INC. and CONCORDIA PHARMACEUTICALS INC. Dated as of September 3, 2014Asset Purchase Agreement • June 1st, 2015 • Concordia Healthcare Corp.
This Asset Purchase Agreement (this “Agreement”) is made and executed as of September 3, 2014 (the “Execution Date”), by and between Eisai Inc., a Delaware corporation (“Seller”), and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUPPLEMENTAL INDENTURESupplemental Indenture • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 21, 2015, among the guarantors party hereto (the “Guaranteeing Subsidiaries”), subsidiaries of Concordia Healthcare Corp., a corporation existing under the laws of the Province of Ontario (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
CONCORDIA HEALTHCARE CORP. $790,000,000 9.500% Senior Notes due 2022 Purchase AgreementPurchase Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
ASSET PURCHASE AND SALE AGREEMENT between PBM PHARMACEUTICALS, INC. as Seller and CONCORDIA PHARMACEUTICALS INC. as Purchaser Dated as of March 19, 2014Asset Purchase and Sale Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 19, 2014 (the “Execution Date”), is entered into by and between PBM Pharmaceuticals, Inc., a Delaware corporation, with an address at 200 Garrett Street, Suite O, Charlottesville, Virginia 22902 (“Seller”) and Concordia Pharmaceuticals Inc., an international business company incorporated under the laws of Barbados, having a place of business at Chancery House, High Street, Bridgetown, St. Michael, Barbados, BB11128 (“Purchaser”). Seller and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
EXTENDED EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT dated as of October 21, 2015 among CONCORDIA HEALTHCARE CORP., as the Borrower, and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, JEFFERIES...Extended Equity Bridge Credit and Guaranty Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
This EXTENDED EQUITY BRIDGE CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2015, is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GS”) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
GUARANTEEGuarantee • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Guarantee is made by Concordia Healthcare Corp., an Ontario corporation (“Guarantor”), in favor of Eisai Inc., a Delaware corporation (“Seller”), as of September 3, 2014 (this “Guarantee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2015 • Concordia Healthcare Corp. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of October 21, 2015, between Concordia Healthcare Corp. (the “Company”), a corporation governed by the laws of the Province of Ontario, and Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey (“Cinven”), CCM Co-Invest Limited Partnership, CCM Mezzanine Co-Invest Limited Partnership, Fifth Cinven Fund (No. 1) Limited Partnership, Fifth Cinven Fund (No. 2) Limited Partnership, Fifth Cinven Fund (No. 3) Limited Partnership, Fifth Cinven Fund (No. 4) Limited Partnership, Fifth Cinven Fund (No. 5) Limited Partnership, Fifth Cinven Fund (No. 6) Limited Partnership, Fifth Cinven Fund Co-Investment Partnership, Fifth Cinven Fund FCP-SIF (represented by Cinven Manco S.À.R.L.), [REDACTED – personal information] and [REDACTED – personal information] (together the “Holders”).
Execution Version SUPPORT AGREEMENT WHEREAS, this support agreement (the “Support Agreement”), dated as of May 1, 2018, sets out the agreement among (i) Concordia International Corp. (“Concordia” or the “Company”), (ii) each of the subsidiaries listed...Support Agreement • May 2nd, 2018 • Concordia International Corp. • Pharmaceutical preparations
ASSET PURCHASE AGREEMENT between COVIS PHARMA S.À.R.L., ZUG BRANCH, COVIS INJECTABLES S.À.R.L., ZUG BRANCH, CONCORDIA PHARMACEUTICALS INC., CONCORDIA HEALTHCARE CORP. (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of...Asset Purchase Agreement • June 1st, 2015 • Concordia Healthcare Corp. • Delaware
This Asset Purchase Agreement is made and entered into as of the 9th day of March 2015, by and between Covis Pharma S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Pharma”), Covis Injectables S.à.r.l., Zug Branch, a limited liability company organized under the Laws of Luxembourg (“Covis Injectables”; each of Covis Pharma and Covis Injectables is referred to individually as a “Seller” and, collectively, Covis Pharma and Covis Injectables are referred to as the “Sellers”), Concordia Pharmaceuticals Inc., an international business company organized under the Laws of Barbados (“Purchaser”), Concordia Healthcare Corp., a corporation organized under the Laws of the province of Ontario (“Purchaser Parent”) (solely with respect to Section 6.10, Section 10.18 and the applicable provisions of Article X) and Covis Pharma Holdings S.à.r.l., a limited liability company organized under the Laws of Luxembourg (“Seller Parent”) (solely with respect to
INVESTOR RIGHTS AGREEMENT of CONCORDIA INTERNATIONAL CORP. dated as of September 6, 2018Investor Rights Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • Ontario
The board of directors (the “Board”) of Concordia International Corp. (the “Corporation”) believes that each director should have the confidence and support of the Corporation’s shareholders (each a “Shareholder” and collectively the “Shareholders”). To this end, the Board has unanimously adopted this majority voting policy (the “Policy”) providing for majority voting in director elections at any meeting of the Corporation’s shareholders other than at “contested meetings”. For the purposes of this Policy, a “contested meeting” means a meeting at which the number of directors nominated for election is greater than the number of seats available on the Board.
