PURCHASE AND SALE AGREEMENT by and among THE SELLERS LISTED HEREIN, OSMOTICA PHARMACEUTICALS PLC, ACELLA HOLDINGS, LLC, and ALORA PHARMACEUTICALS, LLC Dated as of June 24, 2021Purchase and Sale Agreement • June 30th, 2021 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • Georgia
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 24, 2021, is by and among Acella Holdings, LLC, a Delaware limited liability company (“Purchaser”), Osmotica Pharmaceuticals plc, a private limited company organized under the Laws of Ireland (“Parent”), the Persons listed on Schedule I-A hereto (each, an “Equity Seller”, and, collectively, the “Equity Sellers”), Osmotica Kereskedelmi és Szolgáltató Korlátolt Felelōsségü Társaság, a company limited by quotas organized under the Laws of Hungary (the “Asset Seller”; and the Asset Seller together with Parent and the Equity Sellers, each, a “Seller” and, collectively, the “Sellers”), and solely for purposes of providing the Guaranty pursuant to Section 12.16, Alora Pharmaceuticals, LLC, a Delaware limited liability company (“Guarantor”). The Sellers and Purchaser are sometimes referred to herein as the “Parties.”
CONTINGENT AMENDMENT AGREEMENTContingent Amendment Agreement • June 30th, 2021 • Osmotica Pharmaceuticals PLC • Pharmaceutical preparations • New York
THIS CONTINGENT AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2021, by and among, OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (“OPC”), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (“Valkyrie” and together with OPC, the “Borrowers”), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (“Holdings”) in its own capacity and as Borrower Representative, the other Loan Parties party hereto and the Lenders party hereto.
