Exhibit 10.2 ACETO CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT -------------------------------- ------------------------------------ Name of Option Holder No. of Stock Option AgreementNonqualified Stock Option Agreement • October 12th, 2004 • Aceto Corp • Wholesale-chemicals & allied products
NON-STANDARDIZED 401(K) PROFIT SHARING PLAN ADOPTION AGREEMENT FOR BOSTON FINANCIAL DATA SERVICES NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST The undersigned Employer adopts Boston Financial Data Services Prototype Non- Standardized 401(k)...Aceto Corp • September 10th, 2004 • Wholesale-chemicals & allied products
ACETO CORPORATION AND CITIBANK, N.A., as Trustee INDENTURE Dated as of November 16, 2015Indenture • November 16th, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE dated as of November 16, 2015 between ACETO CORPORATION, a New York corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITIBANK, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2015 among ACETO CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agent J.P. MORGAN...Credit Agreement • October 28th, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2015 (as it may be amended or modified from time to time, this “Agreement”), among ACETO CORPORATION, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent.
Wells Fargo Bank, National Association New York, NY 10152 Attn: Structuring Services GroupAceto Corp • November 12th, 2015 • Wholesale-drugs, proprietaries & druggists' sundries • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Aceto Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • September 10th, 2007 • Aceto Corp • Wholesale-chemicals & allied products • New York
CREDIT AGREEMENT dated as of April 30, 2014 among ACETO CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication AgentCredit Agreement • May 2nd, 2014 • Aceto Corp • Wholesale-chemicals & allied products • New York
Schedule 2.01 – Commitments Schedule 2.06 – Existing Letters of Credit Schedule 3.05 – Intellectual Property Schedule 3.06 – Litigation Schedule 3.11 – Subsidiaries Schedule 3.12 – Hazardous Materials Schedule 3.17 – Material Contracts Schedule 3.20 – Insurance Schedule 6.01 – Existing Liens Schedule 6.02 – Existing Indebtedness Schedule 6.03 – Existing Guarantees Schedule 6.18 – Existing Restrictive Agreements
ACETO CORPORATION and _______________________________, as Trustee INDENTURE Dated as of ___________, 20__ Providing for the Issuance of Debt Securities CROSS-REFERENCE TABLE*Aceto Corp • October 19th, 2018 • Wholesale-drugs, proprietaries & druggists' sundries • New York
BY AND AMONGCredit Agreement • September 27th, 2002 • Aceto Corp • Wholesale-chemicals & allied products • New York
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandLetter Agreement • November 23rd, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Aceto Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 16th, 2018 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”), dated as of the 12th February 2018, is entered into by and between Aceto Corporation, a New York corporation (the “Company”), and Ed Borkowski (the “Executive”).
Wells Fargo Bank, National AssociationLetter Agreement • November 23rd, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 2.1 SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 14th, 2004 • Aceto Corp • Wholesale-chemicals & allied products
SHANGHAI INTERPRETERS' ASSOCIATION (T): 63233608 (F): 63233988 63239181 Room 702-4, 66 Nanjing Rd.(E) Shanghai 200002 E-mail: fanyixiehui@vip.citiz.net http://www.shwsfy.com Shanghai Municipality Contract for Presale of Commodity Houses Formulated by:...Aceto Corp • February 9th, 2005 • Wholesale-chemicals & allied products
JPMorgan Chase Bank, National Association London BranchAceto Corp • November 23rd, 2015 • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2016 among ACETO CORPORATION The Other Loan Parties Party Hereto The Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, N.A.,...Credit Agreement • December 21st, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2010 • Aceto Corp • Wholesale-chemicals & allied products • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 12, 2010, by and between Albert L. Eilender, an individual (the “Executive”), and Aceto Corporation, a New York corporation (“Aceto”), recites and provides as follows:
AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • September 10th, 2004 • Aceto Corp • Wholesale-chemicals & allied products • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2014 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 1, 2015 is entered into by and between Aceto Corporation, a New York corporation (the “Company”), and Salvatore Guccione (the “Executive”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among ACETO CORPORATION, ACETO AGRICULTURAL CHEMICALS CORPORATION and ACETO REALTY LLC, as Sellers, and NMC ATLAS, L.P., as Buyer Dated as of April 14, 2019Asset Purchase Agreement • April 16th, 2019 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 14, 2019 (the “Agreement Date”), is by and among Aceto Corporation, a New York corporation (“Parent”), Aceto Realty LLC, a New York limited liability company (“Aceto Realty”), and Aceto Agricultural Chemicals Corporation, a New York corporation (“NY Agri” and together with Parent and Aceto Realty, “Sellers” and each, a “Seller”), and NMC Atlas, L.P., a Delaware limited partnership (“Buyer”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 8.16.
ContractRetention Bonus Agreement • October 25th, 2018 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Important Notice: Unless this Agreement has already been publicly disclosed pursuant to applicable law, rule or regulation, you are required to keep the provisions of this Agreement confidential and may not discuss it with anyone unless you receive prior written consent from the Company, other than (i) discussion with your legal counsel, financial advisor, spouse or spousal equivalent, provided such person(s) abides by the confidentiality provisions herein, or (ii) as may be required by law or any court order. If you (or your legal counsel, financial advisor, spouse or spousal equivalent) violates in any respect this confidentiality requirement, you will not receive any portion of any Retention Bonus (as defined in this Agreement) otherwise payable to you under this Agreement and you shall be required to return any portion of the Retention Bonus which has previously been paid to you within thirty (30) days of written demand from the Company.
THIRD AMENDMENT AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2018 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This THIRD AMENDMENT AND LIMITED WAIVER TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is dated as of September 11, 2018, by and among ACETO CORPORATION, a New York corporation (the “Borrower”), certain other Loan Parties party hereto (the “Guarantors”), the Lenders party hereto (the “Consenting Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders party to the Credit Agreement (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2011 • Aceto Corp • Wholesale-chemicals & allied products • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 31, 2010, by and between Ronald Gold, an individual (“Executive”), and Sun Acquisition Corporation, a Delaware corporation (“the Company”), recites and provides as follows:
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • November 2nd, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS STOCKHOLDERS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 2, 2016, by and among Aceto Corporation, a New York corporation (“Parent”), Citron Pharma LLC, a New Jersey limited liability company (“Stockholder I”) and Lucid Pharma LLC, a New Jersey limited liability company (“Stockholder II” and together with Stockholder I, “Stockholders”). Certain capitalized terms used in this Agreement are defined in Section 1 of this Agreement. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below). This Agreement is the Stockholders’ Rights Agreement contemplated by the Product Purchase Agreement.
Wells Fargo Bank, National Association New York, NY 10152 Attn: Structuring Services GroupLetter Agreement • November 23rd, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Aceto Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 5th, 2011 • Aceto Corp • Wholesale-chemicals & allied products • New York
This First Amendment, dated as of December 31, 2010, to that certain Asset Purchase Agreement, dated as of December 15, 2010 (this "First Amendment"), is entered into by and among Aceto Corporation, a New York corporation ("Aceto"), Sun Acquisition Corp., a Delaware corporation ("Purchaser"), Rising Pharmaceuticals, Inc., a New Jersey corporation, ("Seller"), Ronald Gold ("Gold") and David B. Rosen ("Rosen").
AMENDMENT NO. 1 Dated as of June 25, 2015 to CREDIT AGREEMENT Dated as of April 30, 2014Credit Agreement • June 25th, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 25, 2015 by and among Aceto Corporation (the “Borrower”), Aceto Agricultural Chemicals Corporation, Rising Pharmaceuticals, Inc. and Pack Pharmaceuticals, LLC (collectively with the Borrower, the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of April 30, 2014 by and among the Loan Parties, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SEVERANCE AGREEMENTSeverance Agreement • February 5th, 2010 • Aceto Corp • Wholesale-chemicals & allied products • New York
THIS SEVERANCE AGREEMENT (the “Agreement”), dated as of December 9, 2009, between Leonard S. Schwartz, an individual (the “Executive”), and Aceto Corporation (“Aceto”), a New York corporation, recites and provides as follows:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 8th, 2013 • Aceto Corp • Wholesale-chemicals & allied products • New York
This Second Amendment, dated as of December 21, 2012, to that certain Asset Purchase Agreement, dated as of December 15, 2010, as amended (this “Second Amendment”), is entered into by and among Aceto Corporation, a New York corporation (“Aceto”), Rising Pharmaceuticals Inc., a Delaware corporation (formerly known as Sun Acquisition Corp., a Delaware corporation)(“Purchaser”), Pearl Ventures Inc., a New Jersey corporation (formerly known as Rising Pharmaceuticals, Inc., a New Jersey corporation)(“Seller”), Ronald Gold (“Gold”) and David B. Rosen (“Rosen”).
ACETO CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 28th, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This RESTRICTED STOCK UNIT Award Agreement (the “Agreement”) is entered into effective as of the date set forth in Exhibit A hereto (the “Date of Grant”) by and between Aceto Corporation, a New York corporation (the “Company”), and the individual named in Exhibit A (the “Grantee”).
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 7th, 2014 • Aceto Corp • Wholesale-chemicals & allied products
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 26, 2013, amends the Change in Control Agreement dated as of the 2nd day of July, 2012 (the “Agreement”), by and between Aceto Corporation, a New York corporation (the “Company”), and Salvatore J. Guccione (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
LOCK-UP AGREEMENTAceto Corp • March 28th, 2014 • Wholesale-chemicals & allied products
VOTING AGREEMENTVoting Agreement • November 2nd, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS VOTING AGREEMENT (this “Agreement”) is made as of November 2, 2016, by and among Aceto Corporation, a New York corporation (“Parent”), Citron Pharma LLC, a New Jersey limited liability company (“Seller I”), Lucid Pharma LLC, a New Jersey limited liability company (“Seller II” and together with Seller I, the “Sellers”, and each a “Seller”), Citgen Pharma Holding LLC, a New Jersey limited liability company (“Member I”), Gensource Pharma LLC, a Delaware limited liability company (“Member II”), and Sudha Kavuru, an individual (“Member III” and collectively with Member I and Member II, “Direct Members”), SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability company, and Pharma Reach LLC, a New Jersey limited liability company (collectively, “Indirect Entity Members”), Vimal Kavuru and Subha Sri Thogarchedu (together, “Indirect Individual Members” and collectively with Indirect Entity Members, “Indirect Members”; and Indirect Members col
AMENDMENT NO. 2 dated as of August 26, 2016 to AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2015Credit Agreement • November 3rd, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of August 26, 2016 by and among Aceto Corporation (the “Borrower”), Aceto Agricultural Chemicals Corporation, Rising Pharmaceuticals, Inc. and Pack Pharmaceuticals, LLC (collectively with the Borrower, the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of October 28, 2015 by and among the Loan Parties, the Lenders, the Syndication Agent and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
FIRST Amendment to PRODUCT PURCHASE agreementProduct Purchase Agreement • December 21st, 2016 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This First Amendment to Product Purchase Agreement (this “Amendment”) is dated as of December 2, 2016, by and among Romeo Charlie Acquisition I, LLC, a Delaware limited liability company (“Purchaser I”), Romeo Charlie Acquisition II, LLC, a Delaware limited liability company (“Purchaser II”, and together with Purchaser I, “Purchasers”), and Vimal Kavuru, in his capacity as agent (“Agent”) for Members and Sellers (each as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below).
