IMPAX LABORATORIES, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 30, 2015 2.00% Convertible Senior Notes due 2022Indenture • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of June 30, 2015 between IMPAX LABORATORIES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000 June 25, 2015Warrant Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Impax Laboratories, Inc. (“Company”) to Royal Bank of Canada (“Dealer”) 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.
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000 June 25, 2015Base Call Option Transaction • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and Impax Laboratories, Inc. (“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.
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT (“Agreement”), entered into as of December 12, 2012 (the “Effective Date”), by and between Impax Laboratories, Inc., a Delaware corporation (the “Company”), and Bryan M. Reasons (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 24, 2018, by and among Amneal Pharmaceuticals LLC (“Amneal”), Amneal Holdings, LLC (“Holdings”) and Andrew Boyer (the “Executive” and, collectively with Amneal and Holdings, the “Parties”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS MEMORANDUM OF UNDERSTANDING (“MOU”), is made and entered into as of the 16th day of December, 2017 (the “Effective Date”), by and among Amneal Pharmaceuticals LLC (the “Company”), Paul M. Bisaro (“Bisaro”), Impax Laboratories, Inc. (“Impax”), Amneal Holdings, LLC (“Amneal Holdings”) (solely with respect to and in connection with its obligations set forth in Paragraph 1 of this MOU) and Atlas Holdings, Inc. (“Atlas”). The Company, Impax, Bisaro and Atlas may be referred to herein individually as a “party” and collectively as the “parties.”
BUSINESS COMBINATION AGREEMENT Dated as of October 17, 2017 By and Among IMPAX LABORATORIES, INC., ATLAS HOLDINGS, INC., K2 MERGER SUB CORPORATION and AMNEAL PHARMACEUTICALS LLCBusiness Combination Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 17, 2017, is by and among Impax Laboratories, Inc., a Delaware corporation (“Impax”), Atlas Holdings, Inc., a Delaware corporation and a wholly-owned Subsidiary of Impax (“Holdco”), K2 Merger Sub Corporation, a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Merger Sub”) and Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal”).
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 16, 2017 BY AND AMONG AMNEAL GROUP (AS DEFINED HEREIN) AND ATLAS HOLDINGS, INC.Stockholders Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated December 16, 2017 (this “Agreement”), by and among Amneal Pharmaceuticals Holding Company, LLC, a Delaware limited liability company, AP Class D Member, LLC, a Delaware limited liability company, AP Class E Member, LLC, a Delaware limited liability company, AH PPU Management, LLC, a Delaware limited liability company, and Atlas Holdings, Inc., a Delaware corporation (the “Company”).
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000 June 26, 2015Additional Call Option Transaction • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and Impax Laboratories, Inc. (“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.
RE: Letter AgreementLetter Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) is by and among Amneal Holdings, LLC, a Delaware limited liability company (the “Seller”), Atlas Holdings, Inc., a Delaware corporation (“Newco”), and TPG Improv Holdings, L.P., a Delaware limited partnership (the “TPG Purchaser”). Reference is made to (i) the Share Purchase Agreement, dated as of October 17, 2017, among the Seller, the TPG Purchaser and the other purchaser parties thereto (the “Purchase Agreement”), (ii) the Business Combination Agreement, and (iii) the Letter Agreement, dated as of October 17, 2017, between the Seller and the TPG Purchaser (the “Existing Side Letter”). Capitalized terms used herein without definitions shall have the meanings assigned to them in the Purchase Agreement, the Business Combination Agreement or the Existing Side Letter, as applicable.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2018 • Atlas Holdings, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 1, 2014 (the “Effective Date”), by and between Impax Laboratories, Inc., a Delaware corporation (the “Company”), and Bryan M. Reasons (the “Executive”).
