STOCK PURCHASE AGREEMENT by and among TOWER HOLDINGS, INC., LINEAGE THERAPEUTICS INC., ROUNDTABLE HEALTHCARE PARTNERS II, L.P., ROUNDTABLE HEALTHCARE INVESTORS II, L.P., AND THE OTHER STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS PARTY HERETO, as...Stock Purchase Agreement • October 10th, 2014 • Impax Laboratories Inc • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT, dated as of October 8, 2014 (this “Agreement”), is by and among (a) TOWER HOLDINGS, INC., a Delaware corporation (“Tower”), (b) LINEAGE THERAPEUTICS INC., a Delaware corporation (“Lineage” and, together with Tower, the “Companies”), (c) ROUNDTABLE HEALTHCARE PARTNERS II, L.P., a Delaware limited partnership (“RT Partners”), in its capacity as a Seller and as the Stockholder Representative (in each case as defined below), ROUNDTABLE HEALTHCARE INVESTORS II, L.P., a Delaware limited partnership (“RT Investors”), the other stockholders of Tower set forth on Exhibit A hereto (together with RT Partners and RT Investors, the “Tower Stockholders”), the other stockholders of Lineage set forth on Exhibit A hereto (together with RT Partners and RT Investors, the “Lineage Stockholders” and, the Lineage Stockholders together with the Tower Stockholders, the “Stockholders”), (d) the Optionholders (as defined below), (e) the Warrantholders (as defined below) (collectiv
