| 1. |
The definition of “Amneal Group” is hereby amended and restated in its entirety to mean, collectively, the Persons listed on Schedule A to
this Amendment; provided, that the “Amneal Group” shall include any Person to whom shares of Company Common Stock are validly Transferred in accordance with Section 4.1(c) of the
Stockholders Agreement after the Execution Date (provided, that such transferee shall, prior to any such Transfer, have agreed in a writing reasonably acceptable to the Company to be
bound by the terms of the Stockholders Agreement as a party thereto in the position of an Amneal Group Member).
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| 2. |
The definition of “Amneal Group Member” is hereby amended and restated in its entirety to mean any of the Persons listed on Schedule A to
this Amendment; provided, that any Person to whom shares of Company Common Stock are validly Transferred in accordance with Section 4.1(c) of the Stockholders Agreement after the
Execution Date shall be deemed to be an “Amneal Group Member” (provided, that such transferee shall, prior to any such Transfer, have agreed in a writing reasonably acceptable to the
Company to be bound by the terms of the Stockholders Agreement as a party thereto in the position of an Amneal Group Member).
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| 3. |
The Amneal Group Representative represents and warrants that (i) he is the current, duly authorized Amneal Group Representative, (ii) he, in his capacity as the Amneal Group Representative, has the
authority to enter into this Amendment on behalf of each of the Amneal Group Members as of immediately prior to the Execution Time and, if executed by the Company, this Amendment will be binding on such Amneal Group Members, (iii) as of the
Execution Time, each of the Persons listed on Schedule A to this Amendment beneficially owns outstanding shares of the Company Common Stock and (iv) as of the Execution Time, the
Amneal Group (as such term is amended by this Amendment) collectively beneficially owns no less than ten percent (10%) of the outstanding shares of the Company Common
Stock.
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| 4. |
The Company represents and warrants that (i) the Conflicts Committee has delivered prior written consent to this Amendment and (ii) the Company has all requisite corporate power and authority to
execute and deliver this Agreement, and, if executed by the other parties hereto, this Amendment will be binding on the Company.
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| 5. |
The New Amneal Group Members hereby agree to comply with and be bound by all the terms of the Stockholders Agreement, as amended by this Amendment, as a party thereto in the position of an Amneal
Group Member in the same capacity as if the New Amneal Group Members were original parties thereto in such capacity.
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| 6. |
All references in the Stockholders Agreement to “New York Stock Exchange” are hereby deleted and replaced with “Nasdaq Stock Market”.
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| 7. |
All references in the Stockholders Agreement to “NYSE” are hereby deleted and replaced with “Nasdaq”.
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| 8. |
For the avoidance of doubt, all shares of Company Common Stock that are issued to Amneal Group Members (as such term is amended by this Amendment) pursuant to the Membership Interest Purchase
Agreement, dated as of April 21, 2026, by and among the Company, Kashiv BioSciences, LLC, and the other parties named therein (the “MIPA”) in connection with the Closing (as defined
in the MIPA) shall be included in the number of shares of Company Common Stock beneficially owned by the Amneal Group for all purposes of the Stockholders Agreement (including, without limitation, for purposes of the application of the
definition of Registrable Shares other than with respect to the first sentence of Section 5.1 of the Stockholders Agreement).
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| 9. |
All references in the Stockholders Agreement to the “Shelf Registration Statement” shall hereinafter include, in addition to the post-effective Amendment to the Registration Statement on Form S-3
(File No. 333-263225), the S-3 Shelf (as such term is defined in MIPA).
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| 10. |
The definition of the “Amneal Group Representative” is hereby amended by replacing “Padmesh Patel” with “Vikram Patel”.
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| 11. |
All references in the Stockholders Agreement to “Class A Common Stock” shall mean the Company Common Stock.
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| 12. |
Any shares of Company Common Stock that are registered and validly Transferred by Amneal Group Members pursuant to the S-3 Shelf (as defined in the MIPA), when effective under the Securities Act,
shall be deemed to be Transferred pursuant to Section 4.1(b)(i)(A) of the Stockholders Agreement.
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| 13. |
On and after the Execution Date, each reference in the Stockholders Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Stockholders Agreement,
shall mean and be a reference to the Stockholders Agreement as amended by this Amendment.
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| 14. |
Except as specifically amended by this Amendment, the Stockholders Agreement shall remain in full force and effect and is hereby ratified and confirmed.
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| 15. |
The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power, or
remedy of any party under the Stockholders Agreement.
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| 16. |
The parties specifically understand and agree that the changes to the Stockholders Agreement by this Amendment are intended to alter certain provisions of the Stockholders Agreement, and that the
matters set forth in this Amendment shall be controlling over those provisions of the Stockholders Agreement which they replace, which shall be treated as superseded.
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| 17. |
This Amendment may be executed by electronic signatures (such as Docusign) in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.
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| 18. |
This Amendment shall become effective upon the Execution Date.
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AMNEAL PHARMACEUTICALS, INC.
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By:
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/s/ Jason B. Daly | |
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Name: Jason B. Daly
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Title: Executive Vice President, Chief Legal Officer & Corporate Secretary
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AMNEAL GROUP REPRESENTATIVE:
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By:
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/s/ Vikram Patel | |
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Name: Vikram Patel
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New Amneal Group Members
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CKR INVESTMENTS, LLC
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By:
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/s/ Chirag Patel | |
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Name: Chirag Patel
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Title: General Manager
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CKR DYNASTY, LLC
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By:
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/s/ Chintu Patel | |
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Name: Chintu Patel
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Title: General Manager
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SHIVKAN HOLDINGS, LLC
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By:
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/s/ Chintu Patel | |
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Name: Chintu Patel
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Title: General Manager
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SHIVKAN DYNASTY, LLC
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By:
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/s/ Chirag Patel | |
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Name: Chirag Patel
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Title: General Manager
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ROCK NOLA, LLC
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By:
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TUP ONE, LLC | |
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By:
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/s/ Tushar Patel | |
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Name: Tushar Patel
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Title: Manager
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NP INVESTOR GROUP, LLC
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By:
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/s/ Rishi Reddy | |
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Name: Rishi Reddy
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Title: Manager
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ARJUN TARSADIA TRUST
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By:
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/s/ Nilesh Madhav | |
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Name: Nilesh Madhav
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Title: Trustee
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GLI THREE, LLC
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By:
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/s/ Edward G. Coss | |
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Name: Edward G. Coss
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Title: Manager
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CEPHEID CAPITAL, LLC
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By:
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/s/ Gautam Patel | |
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Name: Gautam Patel
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Title: Manager
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ANANTYA CAPITAL, LLC
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By:
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/s/ Vikram Patel | |
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Name: Vikram Patel
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Title: Manager
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| 1. |
THE ANISH CHETAN PATEL GIFT TRUST
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| 2. |
THE MANSI CHETAN PATEL GIFT TRUST
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| 3. |
THE AMAN DIPAN PATEL GIFT TRUST
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| 4. |
THE BHAVIN NARENDRA PATEL GIFT TRUST
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| 5. |
THE CHINTU PATEL REVOCABLE TRUST
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| 6. |
THE CHIRAG PATEL REVOCABLE TRUST
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| 7. |
EDWARD G COSS FAMILY TRUST
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| 8. |
THE FALGUNI PATEL REVOCABLE TRUST
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| 9. |
THE GREENE FAMILY TRUST
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| 10. |
GREG & NOLA CASSERLY FAMILY TRUST
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| 11. |
THE LUCE FAMILY TRUST
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| 12. |
THE SUNIL PATEL FAMILY TRUST
|
| 13. |
PADMESH M PATEL FAMILY TRUST
|
| 14. |
AP-1 TRUST
|
| 15. |
AP-2 TRUST
|
| 16. |
AP-3 TRUST
|
| 17. |
AP-5 TRUST
|
| 18. |
AP-7 TRUST
|
| 19. |
AP-9 TRUST
|
| 20. |
DIPAN PATEL LIVING TRUST
|
| 21. |
THE PRITI PATEL REVOCABLE TRUST
|
| 22. |
PATEL FAMILY TRUST
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| 23. |
THE FALCON TRUST
|
| 24. |
THE MAYUR PATEL LEGACY TRUST
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| 25. |
THE PUJA PATEL TRUST
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| 26. |
THE ISHANI PATEL TRUST
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| 27. |
THE NIAM PATEL TRUST
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| 28. |
TI SIE 2, LLC (successor in interest to Tushar Patel Family Trust)
|
| 29. |
THE T-TWELVE LEGACY TRUST
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| 30. |
B.U. PATEL FAMILY TRUST
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| 31. |
GAUTAM PATEL
|
| 32. |
VIKRAM PATEL
|
| 33. |
KANU PATEL
|
| 34. |
TEJASH AND SUNITA PATEL FAMILY TRUST
|
| 35. |
CKR INVESTMENTS, LLC
|
| 36. |
CKR DYNASTY, LLC
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| 37. |
SHIVKAN HOLDINGS, LLC
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| 38. |
SHIVKAN DYNASTY, LLC
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| 39. |
ROCK NOLA, LLC
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| 40. |
NP INVESTOR GROUP, LLC
|
| 41. |
ARJUN TARSADIA TRUST
|
| 42. |
GLI THREE, LLC
|
| 43. |
CEPHEID CAPITAL, LLC
|
| 44. |
ANANTYA CAPITAL, LLC
|