THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 7, 2023 BY AND AMONG AMNEAL GROUP (AS DEFINED HEREIN), AMNEAL PHARMACEUTICALS LLC, AMNEAL INTERMEDIATE INC. AND AMNEAL PHARMACEUTICALS, INC.Stockholders Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as may be further amended from time to time in accordance with the terms hereof, this “Agreement”), is entered into as of November 7, 2023, by and among Amneal Pharmaceuticals, Inc., a Delaware corporation (formerly known as Amneal NewCo Inc.) (the “Company”), Amneal Intermediate Inc. (formerly known as Amneal Pharmaceuticals, Inc. and Atlas Holdings, Inc.), a Delaware corporation (“Old PubCo”), Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Opco”) and each other Person set forth on the signature pages hereto (collectively, the “Amneal Group” and individually each, an “Amneal Group Member”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMNEAL PHARMACEUTICALS, INC., AMNEAL NEWCO INC. AND AMNEAL MERGER SUB 1 INC. DATED AS OF NOVEMBER 7, 2023Merger Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of 12:01 a.m. Eastern Time on November 7, 2023, by and among Amneal Pharmaceuticals, Inc., a Delaware corporation (“Old PubCo”), Amneal NewCo Inc., a Delaware corporation and a direct, wholly owned subsidiary of Old PubCo (“New PubCo”), and Amneal Merger Sub 1 Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub 1”) (each a “Party” and collectively the “Parties”).
AMNEAL PHARMACEUTICALS LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 7, 2023Limited Liability Company Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 7, 2023, is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMNEAL PHARMACEUTICALS, INC., AMNEAL PHARMACEUTICALS LLC AND AMNEAL MERGER SUB 2 LLC DATED AS OF NOVEMBER 7, 2023Merger Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 7, 2023, is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
STOCK SURRENDER AGREEMENTStock Surrender Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This Stock Surrender Agreement (this “Agreement”), dated as of November 7, 2023, is made between [●] (“Member”) and Amneal NewCo Inc., a Delaware corporation (“New PubCo”).
AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT November 7, 2023Tax Receivable Agreement • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Tax Receivable Agreement (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of May 4, 2018, is adopted, executed and entered into by Amneal Intermediate Inc. (formerly known as Amneal Pharmaceuticals, Inc.), a Delaware corporation (the “Corporation”), Amneal Pharmaceuticals, Inc. (formerly known as Amneal NewCo Inc.), a Delaware corporation (“New PubCo”), Amneal Pharmaceuticals LLC, a Delaware limited liability company (“Amneal LLC”) and Padmesh Patel, solely in his capacity as the Member Representative (the “Member Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
Re: Elimination of UP-C Structure / Employment Agreement AmendmentEmployment Agreement Amendment • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter agreement is intended to memorialize our agreement and understanding regarding certain technical amendments to your employment agreement (the “Employment Agreement”) with Amneal Pharmaceuticals, Inc. (“Old Pubco”) and/or Amneal Pharmaceuticals LLC (“OpCo”) in connection with the consummation of the corporate merger transactions, effective as of the date hereof, pursuant to which we are eliminating our umbrella partnership – corporation (“UP-C”) structure.
Re: Elimination of UP-C Structure / Employment Agreement AmendmentEmployment Agreement Amendment • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter agreement is intended to memorialize our agreement and understanding regarding certain technical amendments to your employment agreement (the “Employment Agreement”) with Amneal Pharmaceuticals, Inc. (“Old Pubco”) and/or Amneal Pharmaceuticals LLC (“OpCo”) in connection with the consummation of the corporate merger transactions, effective as of the date hereof, pursuant to which we are eliminating our umbrella partnership – corporation (“UP-C”) structure.
Re: Elimination of UP-C Structure / Employment Agreement AmendmentEmployment Agreement Amendment • November 8th, 2023 • Amneal Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter agreement is intended to memorialize our agreement and understanding regarding certain technical amendments to your employment agreement (the “Employment Agreement”) with Amneal Pharmaceuticals, Inc. (“Old Pubco”) and/or Amneal Pharmaceuticals LLC (“OpCo”) in connection with the consummation of the corporate merger transactions, effective as of the date hereof, pursuant to which we are eliminating our umbrella partnership – corporation (“UP-C”) structure.
