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 LetterApollo Management IX, L.P. • October 15th, 2020 • 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
