Insert letterhead for The New Home Company Inc.]Confidentiality Agreement • August 10th, 2021 • Apollo Management IX, L.P. • Operative builders • New York
In connection with the consideration by Apollo Management IX, L.P. (“you”) of a possible negotiated business combination between you or your affiliates and The New Home Company Inc. and/or its subsidiaries (collectively, with such subsidiaries, the “Company” and the “ Possible Transaction “ ), the Company may make available to you and your Representatives (as hereinafter defined) certain Confidential Information (as hereinafter defined), including certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will and will direct your Representatives to treat the Confidential Information in accordance with the applicable provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein.
LIMITED GUARANTEELimited Guarantee • October 15th, 2020 • Apollo Management IX, L.P. • Pharmaceutical preparations • Delaware
Limited Guarantee, dated as of October 1, 2020 (this “Limited Guarantee”), by each of the parties listed on Exhibit A attached hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), by and among the Guaranteed Party, 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”), and, solely with respect to specific sections thereof, Covis Finco S.à r.l., a Luxembourg company and the direct parent of Parent (the “Debt Financing Borrower”). Capitalized terms used in this Limited Guarantee but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
Subject: Equity Commitment LetterEquity Commitment Letter • October 15th, 2020 • Apollo Management IX, L.P. • Pharmaceutical preparations
Reference is made to the Agreement and Plan of Merger, dated the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Covis Group S.à r.l., a Luxembourg company (“Parent” or “you”), Covis Mergerco, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and, solely with respect to specific sections thereof, Covis Finco S.à r.l., a Luxembourg company and the direct parent of Parent (the “Debt Financing Borrower”). Pursuant to the terms of the Merger Agreement, Merger Sub will commence a tender offer to acquire any and all of the outstanding shares of the common stock of the Company. Following the consummation of the Offer, Merger Sub will be merged with and into the Company, upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not defined in this letter agreement sha
LIMITED GUARANTEELimited Guarantee • August 10th, 2021 • Apollo Management IX, L.P. • Operative builders • Delaware
This LIMITED GUARANTEE, dated as of July 23, 2021 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of The New Home Company Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Newport Holdings, LLC, a Delaware limited liability company (“Parent”), and Newport Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Except as otherwise specified herein, each capitalized term used in this Limited Guarantee and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
