AMENDMENT TO THE EMPLOYEE SHAREHOLDERS AGREEMENT Dated June 25, 2015
Exhibit 10.3
Execution Version
AMENDMENT
TO THE
EMPLOYEE SHAREHOLDERS AGREEMENT
Dated June 25, 2015
WHEREAS, the undersigned parties to this amendment (this “Amendment”) are parties to that certain Employee Shareholders Agreement, dated as of May 8, 2008 (as may be amended from time to time, the “Agreement”), among (i) Lantheus Holdings, Inc. (f/k/a Lantheus MI Holdings, Inc.), a Delaware corporation (the “Company”), (ii) Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Delaware limited partnership, and ACP Lantern Co-Invest, LLC, a Delaware limited liability company (each of the foregoing in this clause (ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) each person listed as an “Employee Shareholder” on the signature pages thereto or that has subsequently become a party to the Agreement as an “Employee Shareholder” (each an “Employee Shareholder” and, collectively, the “Employee Shareholders”);
1. Amendment. Effective upon the effectiveness of the Company’s Registration Statement on Form S-1 pursuant to which an initial Public Offering of common stock of the Company will be effected (the “Effective Time”), the Company and the Avista Entities hereby consent to the following amendment to the Agreement whereby Article III of the Agreement shall be amended to delete Section 3.03(c) thereof and replace it in its entirety with the following:
“(c) The restrictions on Transfers set forth in Section 3.03(a) shall terminate on the date that is one year after the date of the closing of the First Public Offering.”
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2. Full Force and Effect. Except as modified in the manner described in this Amendment, the Agreement shall remain in full force and effect.
3. Governing Law. All issues concerning the relative rights of the Company, the Avista Entities and the Employee Shareholders with respect to each other, and all other issues concerning the construction, validity and interpretation of this Amendment, and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed entirely within such state, without regard to the conflicts of laws rules of such state.
4. Counterparts. The Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
5. Defined Terms. Any terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
[SIGNATURE PAGES FOLLOW]
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AVISTA CAPITAL PARTNERS, L.P. | ||||
By: | /s/ Xxxxx Xxxxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxxxx | |||
Title: | Authorized Representative | |||
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. | ||||
By: | /s/ Xxxxx Xxxxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxxxx | |||
Title: | Authorized Representative | |||
ACP-LANTERN CO-INVEST LLC | ||||
By: | Avista Capital Partners GP, LLC | |||
Its: | Sole Member | |||
By: | /s/ Xxxxx Xxxxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxxxx | |||
Title: | Authorized Representative |
[Signature Page to Employee Shareholders Agreement Amendment]
LANTHEUS HOLDINGS, INC. | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | President and Chief Executive Officer |
[Signature Page to Employee Shareholders Agreement Amendment]