8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

December 21, 2016

ACETO CORPORATION

(Exact name of registrant as specified in its charter)

New York	000-04217	11-1720520
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4 Tri Harbor Court, Port Washington, NY	11050
(Address of principal executive offices)	(Zip Code)

(516) 627-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2016 (the “Effective Date”), Aceto Corporation (the “Company”) entered into a Second Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated in its entirety the Amended and Restated Credit Agreement, dated as of October 28, 2015, among the Company, the other loan parties party thereto, JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent, Wells Fargo Bank, National Association (“Wells”), as syndication agent, and the lenders party thereto from time to time, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of November 10, 2015, and that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of August 26, 2016 (collectively, the “First Amended Credit Agreement”). Wells is the administrative agent and JPM is the syndication agent under the A&R Credit Agreement.

The A&R Credit Agreement increases the aggregate available revolving commitment under the First Amended Credit Agreement from $150,000,000 to an initial aggregate available revolving commitment of $225,000,000 (the “Initial Revolving Commitment”), which, subject to the terms and conditions of the A&R Credit Agreement, the Company may borrow, repay and reborrow from and as of December 21, 2016, to but excluding December 21, 2021 (the “Maturity Date”; provided, that if any of the Company’s 2015 Convertible Notes (as defined in the A&R Credit Agreement) remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Convertible Notes (the “2015 Convertible Maturity Date”), then the Maturity Date shall mean the date that is 91 days prior to the 2015 Convertible Maturity Date). Under the A&R Credit Agreement, the Company also borrowed $150,000,000 in term loans (the “Initial Term Loan”). Subject to certain conditions, including obtaining commitments from existing or prospective lenders, the Company will have the right to increase the amount of the Initial Revolving Commitment (each, a “Revolving Facility Increase” and, together with the Initial Revolving Commitment, the “Revolving Commitment”) and/or the Initial Term Loan in an aggregate amount not to exceed $100,000,000 pursuant to an incremental loan feature in the A&R Credit Agreement.

The proceeds of the Initial Term Loan have been used to partially finance the Acquisition (as defined below) and pay fees and expenses related thereto. The proceeds from the revolving loans under the A&R Credit Agreement are anticipated to be used for working capital and general corporate purposes and to finance acquisitions (including acquisitions of abbreviated new drug applications), and for fees and expenses related thereto.

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The A&R Credit Agreement provides for (i) Eurodollar Loans (as defined in the A&R Credit Agreement), (ii) ABR Loans (as defined in the A&R Credit Agreement) or (iii) a combination thereof. All loans under the A&R Credit Agreement will bear interest per annum at a base rate or, at the Company’s option, LIBOR, plus an applicable interest rate margin ranging from 0.50% to 1.50% in the case of ABR Loans, and 1.50% to 2.50% in the case of Eurodollar Loans. The applicable interest rate margin percentage is subject to adjustment quarterly based upon the Company’s senior secured net leverage ratio. On the Effective Date, the applicable interest rate margin for (x) Eurodollar Loans was 2.25% and (y) ABR Loans was 1.25%. In addition, the Company is required to pay a commitment fee on the undrawn revolving commitments under the A&R Credit Agreement from time to time at a rate ranging from 0.25% to 0.40% per annum. The applicable commitment fee is subject to adjustment quarterly based upon the Company’s senior secured net leverage ratio. The commitment fee on the Effective Date was 0.375%. Letter of credit fees are payable in respect of outstanding letters of credit at a rate per annum equal to the applicable interest rate margin for Eurodollar Loans. Interest on ABR Loans is payable on the first day of each calendar quarter. Interest on Eurodollar Loans is payable on the last day of each interest rate period and at the end of each three month interval within an interest rate period if the interest rate period is longer than three months. Principal and all accrued and unpaid interest are payable in full at maturity on the Maturity Date.

The A&R Credit Agreement provides that commercial letters of credit shall be issued to provide the primary payment mechanism in connection with the purchase of any materials, goods or services in the ordinary course of business.

The A&R Credit Agreement, like the First Amended Credit Agreement, provides for a security interest in substantially all of the personal property of the Company and certain of its subsidiaries. The A&R Credit Agreement contains several financial covenants. Among other requirements, the Company may not permit, in each case calculated on a consolidated basis, the following to occur:

· the ratio of (i) Consolidated Total Funded Indebtedness (as defined in the A&R Credit Agreement) minus the Cash Deduction Amount (as defined in the A&R Credit Agreement) to (ii) Consolidated Adjusted EBITDA (as defined in the A&R Credit Agreement) as of the end of each fiscal quarter to exceed (x) prior to the last day of the fourth full fiscal quarter following the Effective Date (as defined in the A&R Credit Agreement), 4.50 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”) (or, if after the Covenant Step-Down Date, any permitted acquisition (other than the Acquisition (as defined below)) is consummated in accordance with the terms of the A&R Credit Agreement and the aggregate consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisition, the “Trigger Acquisition”), such ratio shall increase to 4.50 to 1.00 for the quarter in which such acquisition is consummated and the three consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”); provided, that (A) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (B) at the end of an Adjusted Covenant Period, the maximum ratio described herein shall revert to 4.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above);

· the ratio of (i) Consolidated Total Funded Senior Secured Indebtedness (as defined in the A&R Credit Agreement) minus the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA as of the end of each fiscal quarter to exceed 3.00 to 1.00 (or, if after the Covenant Step-Down Date, any Trigger Acquisition is consummated, then such ratio shall increase to 3.25 to 1.00 for the Adjusted Covenant Period in respect of such Trigger Acquisition; provided, that (A) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (B) at the end of an Adjusted Covenant Period, the maximum ratio described herein shall revert to 3.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above); and

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· the ratio, as of the end of each fiscal quarter, of (i) (x) Consolidated Adjusted EBITDA, plus, without duplication, non-cash unrealized losses in connection with Swap Agreements (as defined in the A&R Credit Agreement), minus (y) the sum of (1) Unfinanced Capital Expenditures (as defined in the A&R Credit Agreement), plus (2) dividends, distributions, stock repurchases and redemptions, in each case paid in cash, plus (3) cash taxes paid with respect to income or profit for the applicable period, including state, federal, franchise, gross receipts and margins and similar taxes, plus (4) non-cash unrealized gains in connection with Swap Agreements (as defined in the A&R Credit Agreement), in each case for the period of four consecutive fiscal quarters then ended to (ii) the sum of (x) Consolidated Interest Expense (as defined in the A&R Credit Agreement) for the period of four consecutive fiscal quarters then ended, plus (y) the scheduled installments of principal on all indebtedness (including capital leases) excluding any bullet due at maturity thereof (provided that for purposes of calculating the scheduled installments of principal in respect of the Initial Term Loan for each of the fiscal quarters ending March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, such scheduled installments of principal shall be deemed to be $3,750,000 for each such quarter), plus (z) earn-outs and deferred acquisition consideration and payments in respect thereof, in the case of each of the foregoing clauses (y) and (z) of this clause (ii), for the period of the immediately succeeding four consecutive fiscal quarters to be less than 2.00 to 1.00 as of the end of each fiscal quarter.

Under the A&R Credit Agreement, like the First Amended Credit Agreement, the Company and its subsidiaries are also subject to certain restrictive covenants, including, among other things, covenants governing liens, limitations on indebtedness, limitations on guarantees, limitations on sales of assets and sales of receivables, and limitations on loans and investments.

The foregoing description of the A&R Credit Agreement is a summary only, and is qualified in its entirety by reference to the complete text thereof, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein.

On December 21, 2016, various parties entered into a Transaction Agreement Amendment and Waiver that amended the Product Purchase Agreement referred to below and certain other agreements ancillary thereto. Reference is made to Item 2.01 of this Current Report on Form 8-K, which is incorporated herein, for a description of the Transaction Agreement Amendment and Waiver.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2016 (the “Signing 8-K”), on November 2, 2016, the Company, Rising Health, LLC (f/k/a Romeo Charlie Acquisition I, LLC) (“Purchaser I”) and Acetris Health, LLC (f/k/a Romeo Charlie Acquisition II, LLC) (“Purchaser II” and, together with Purchaser I, the “Purchasers”), both of which are wholly-owned subsidiaries of Rising Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Rising”), entered into a product purchase agreement (as amended, the “Product Purchase Agreement”), with Cedar Pharma LLC (f/k/a Citron Pharma LLC), a New Jersey limited liability company (“Seller I”), Aster Pharma LLC (f/k/a Lucid Pharma LLC), a New Jersey limited liability company (“Seller II” and together with Seller I, the “Sellers”), Citgen Pharma Holding LLC, a New Jersey limited liability company (“Member I”), Gensource Pharma LLC, a Delaware limited liability company (“Member II”), Sudha Kavuru, an individual (“Member III” and collectively with Member I and Member II, the “Direct Members”), Shore Pharma LLC, a New Jersey limited liability company, Pharma Reach LLC, a New Jersey limited liability company, and SS Pharma LLC, a New Jersey limited liability company (collectively, the “Indirect Entity Members”), Subha Sri Thogarchedu and Vimal Kavuru (together, the “Indirect Individual Members” and collectively with the Indirect Entity Members and the Direct Members, the “Members”) and Vimal Kavuru, as agent for the Sellers and Members (“Agent”). Pursuant to the Product Purchase Agreement, Purchaser I agreed to acquire certain launched and unlaunched products and related assets, and assume certain liabilities, of Seller I’s generic pharmaceutical business, and Purchaser II agreed to acquire certain launched and unlaunched products, and assume certain liabilities, of Seller II’s generic pharmaceutical business (the “Acquisition”).

The Company, the Purchasers, the Sellers, the Members and Agent consummated the Acquisition on December 21, 2016 (the “Closing Date”). Pursuant to the Product Purchase Agreement, the Company and the Purchasers paid the Sellers, and others at the direction of the Sellers, $270 million in cash on the Closing Date as initial consideration (the “Closing Date Cash Payment”) for the Acquisition. The Closing Date Cash Payment was funded by a combination of cash-on-hand, the proceeds of the Initial Term Loan and a $115 million draw under the Initial Revolving Commitment. (Information regarding the Initial Term Loan and the Initial Revolving Commitment is incorporated herein by reference to Item 1.01 of this Current Report on Form 8-K.) Additionally, subject to the terms of the Product Purchase Agreement, the Company and the Purchasers will pay the Sellers additional consideration comprised of the following (collectively, with the Closing Date Cash Payment, the “Purchase Price”):

· $50 million in cash that will bear interest at a rate of 5% per annum and is payable on the later of (x) the fifth anniversary of the Closing Date and (y) the earlier of (A) the date that is the six month anniversary of the date on which the Company pays in full all amounts outstanding under its A&R Credit Facility and (B) the date that is five years and six months after the Closing Date;

· 5,121,951 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), 75% of which will be issued to the Sellers on the third anniversary of the Closing Date and 25% of which will be issued to the Sellers on the fourth anniversary of the Closing Date, subject to certain acceleration or deferral events; and

· up to $50 million in cash earn-out payments based on the financial performance of four pre-specified pipeline products.

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The Purchase Price is subject to certain adjustments as set forth in the Product Purchase Agreement including, without limitation, upward and downward adjustments based upon the amounts of certain current assets and current liabilities as of the Closing Date.

The Product Purchase Agreement contemplates that the Board of Directors of the Company (the “Board”) will, following the consummation of the Acquisition, recommend to the Nominating and Governance Committee of the Board that Mr. Kavuru, who serves as Manager and Chief Executive Officer of the Sellers and is an indirect equity holder of the Sellers, be nominated to serve as a member of the Board (the “Board Nomination Right”) for a period commencing subsequent to the Closing Date and ending on the third anniversary of the Closing Date. Following the third anniversary of the Closing Date, the Product Purchase Agreement provides that the Board will continue to recommend to the Nominating and Governance Committee of the Board that Mr. Kavuru be nominated to serve as a member of the Board for so long as he and his permitted transferees collectively hold at least 3% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis (excluding shares issuable pursuant to the Company’s bond hedge). The Board Nomination Right will expire upon the earliest to occur of: (i) Mr. Kavuru’s breach of that certain Restrictive Covenants Agreement, dated November 2, 2016, by and among each of the Sellers, the Members (including Mr. Kavuru) and Ashok Mayya and which was described in the Signing 8-K; (ii) Mr. Kavuru’s acquisition of competing products under certain circumstances; (iii) Mr. Kavuru’s termination for “Cause” or resignation without “Good Reason” (each as defined in his Employment Agreement described in further detail below); (iv) Mr. Kavuru’s resignation from the Board or refusal to stand for re-election; or (v) a change of control of the Company.

On December 21, 2016, parties to the Product Purchase Agreement, Mr. Kavuru’s Employment Agreement (as defined below) and another ancillary agreement entered into a Transaction Agreement Amendment and Waiver (the “Amendment Agreement”). Among other things, the Amendment Agreement modified the manner in which certain post-closing adjustments to the purchase price will be made. As amended, in the event that certain working capital items, on a net basis, exceed $24.5 million, the Purchasers will pay to the Sellers 50% of such excess, but not to exceed $4,229,665. Other amendments, more technical in nature, revised the procedures followed and to be followed in conducting a closing inventory and in the hiring by the Purchasers of certain of the Sellers’ employees.

The foregoing description of the Product Purchase Agreement and Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to (i) the Product Purchase Agreement, which was filed as Exhibit 2.1 to the Signing 8-K, and is incorporated herein, (ii) an amendment thereto, a copy of which is filed as Exhibit 2.2 to this Current Report, and is incorporated herein and (iii) the Amendment Agreement, a copy of which is filed as Exhibit 2.3 to this Current Report, and is incorporated herein.

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Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On the Effective Date, upon entering into the A&R Credit Agreement described in Item 1.01 to this Current Report on Form 8-K, the Company made $150,000,000 in initial term loan borrowings and $115,000,000 in initial revolving loan borrowings under the A&R Credit Agreement and used the proceeds to partially finance the Acquisition and pay fees and expenses related thereto. After giving effect to the foregoing transactions, the Company currently has an aggregate of $150,000,000 in outstanding term loan borrowings and $115,000,000 in outstanding revolving loan borrowings, with $0.00 available for additional term loan borrowings and $110,000,000 available for additional revolving loan borrowings (in each case, subject to increase as described above), under the A&R Credit Agreement. The proceeds from the revolving loans under the A&R Credit Agreement are anticipated to be used for working capital and general corporate purposes and to finance acquisitions (including acquisitions of abbreviated new drug applications), and for fees and expenses related thereto.

Reference is made to Item 1.01 hereof, which is incorporated herein.

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

It is anticipated that at its February 2017 Board meeting, the Company’s Board will increase the size of the Board from 8 to 9 members and appoint Vimal Kavuru, age 48, as a member of the Board. It is not contemplated that Mr. Kavuru will receive compensation for his services as a director of the Company.

Except for the Board Nomination Right set forth in the Product Purchase Agreement, Mr. Kavuru was not selected as a director pursuant to any arrangement or understanding with any other person and does not have any reportable transactions under Item 404(a) of Regulation S-K.

Additionally, pursuant to the employment agreement (the “Employment Agreement”), dated as of November 2, 2016, by and between Rising and Mr. Kavuru, which was previously filed as Exhibit 10.2 to the Signing 8-K and is incorporated by reference herein, as amended by the Amendment Agreement, Mr. Kavuru commenced his employment with Rising and assumed his role as a member of Rising’s executive committee upon consummation of the Acquisition. The term of Mr. Kavuru’s employment pursuant to the Employment Agreement commenced on the Closing of the Acquisition and, subject to earlier termination in accordance with the Employment Agreement, expires on June 21, 2018 (the “Employment Term”). Mr. Kavuru will be paid a salary at the annualized rate of $400,000 during the Employment Term.

Mr. Kavuru founded Seller I and Seller II in 2013 and has served as the CEO of both companies since their inception. In 2008, Mr. Kavuru founded Gen-Source RX, a generic pharmaceutical distributor, and served as CEO until 2014 when that business was sold to Cardinal Health. Since 2007, Mr. Kavuru has served as a director of Celon Labs Ltd., an Indian specialty pharmaceutical company focused on the oncology and critical care segments in India that he co-founded in 2007. Additionally, he has served as a director of Cronus Pharma LLC, an animal health pharmaceutical company, since 2016, is the founder of Casper Pharma LLC, an emerging specialty brand and injectable pharmaceutical company, and is a co-founder of Grace Therapeutics, a pharmaceutical company focused on treating rare and orphan diseases.

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Item 7.01         Regulation FD.

On December 21, 2016, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.10. The information in this Item 7.01 and in Exhibit 99.10 is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of l933, as amended, or the Exchange Act.

    FORWARD LOOKING STATEMENTS

This report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this report may not occur. Generally, these statements relate to the Company’s business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that the Company may make, or a projection involving anticipated revenues, earnings or other aspects of the Company’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements.  Statements made herein and elsewhere regarding the potential consequences or effects of the Acquisition are also forward-looking statements, including statements regarding the future potential consideration payable pursuant to the Product Purchase Agreement, management’s statements about the effect of the Acquisition on the Company’s future business, operations and financial performance and the Company’s ability to successfully integrate the acquired assets and related liabilities into its operations. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company’s control, which may influence the accuracy of the statements and the projections upon which the statements are based.  These uncertainties, risks and other influences include, but are not limited to, risks related to: the Company’s ability to realize expected benefits and synergies from the Acquisition; disruption from the Acquisition making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on Acquisition-related integration issues; any negative effects that the consummation of the Acquisition may have on the market price of the Company’s Common Stock; unexpected costs, charges or expenses relating to the Acquisition; unknown liabilities; litigation and/or regulatory actions related to the Acquisition; and the Company’s indebtedness incurred in connection with the Acquisition. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement also include, but are not limited to, risks and uncertainties discussed in the Company’s reports filed with the Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, and other filings. Copies of these filings are available at www.sec.gov.  Any one or more of these uncertainties, risks and other influences could materially affect the Company’s results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate.  The Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

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Item 9.01         Financial Statements and Exhibits.

(a)   Financial Statements of Business Acquired:

Citron Pharma LLC 2015 and 2014 Audited Financial Statements (Exhibit 99.1):

Independent auditors' report;

Balance sheets as of December 31, 2015 and 2014;

Statements of operations for the years ended December 31, 2015 and December 31, 2014;

Statements of comprehensive income for the years ended December 31, 2015 and December 31, 2014;

Statements of changes in members’ capital for the years ended December 31, 2015 and December 31, 2014;

Statements of cash flows for the years ended December 31, 2015 and December 31, 2014; and

Notes to audited financial statements.

Citron Pharma LLC 2014 and 2013 Audited Financial Statements (Exhibit 99.2):

Independent auditors' report;

Balance sheets as of December 31, 2014 and 2013;

Statements of operations for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013;

Statements of comprehensive income for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013;

Statements of changes in members’ capital for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013;

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Statements of cash flows for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013; and

Notes to audited financial statements.

Lucid Pharma LLC 2015 and 2014 Audited Financial Statements (Exhibit 99.3):

Independent auditors' report;

Balance sheets as of December 31, 2015 and 2014;

Statements of income for the years ended December 31, 2015 and December 31, 2014;

Statements of changes in members’ equity for the years ended December 31, 2015 and December 31, 2014;

Statements of cash flows for the years ended December 31, 2015 and December 31, 2014;

Notes to audited financial statements; and

Supplementary Information:

Schedule of Operating Activities by Division; and

Schedule of Discontinued Operations.

Lucid Pharma LLC 2014 and 2013 Audited Financial Statements (Exhibit 99.4):

Independent auditors' report;

Balance sheets as of December 31, 2014 and 2013;

Statements of income for the years ended December 31, 2014 and December 31, 2013;

Statements of changes in members’ capital for the year ended December 31, 2014 and December 31, 2013;

Statements of cash flows for the years ended December 31, 2014 and December 31, 2013;

Notes to audited financial statements; and

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Supplementary Information:

Schedule of Operating Activities by Division; and

Schedule of Discontinued Operations.

Citron Pharma LLC 2016 and 2015 Unaudited Financial Statements (Exhibit 99.5):

Balance sheets as of September 30, 2016 (unaudited) and December 31, 2015;

Statements of operations for the nine months ended September 30, 2016 and 2015 (unaudited);

Statements of comprehensive income for the nine months ended September 30, 2016 and 2015(unaudited);

Statements of cash flows for the nine months ended September 30, 2016 and 2015(unaudited); and

Notes to unaudited financial statements.

Lucid Pharma LLC 2016 and 2015 Unaudited Financial Statements (Exhibit 99.6):

Balance sheets as of September 30, 2016 (unaudited) and December 31, 2015;

Statements of income for the nine months ended September 30, 2016 and 2015(unaudited);

Statements of cash flows for the nine months ended September 30, 2016 and 2015(unaudited); and

Notes to unaudited financial statements.

(b)   Pro Forma Financial Information (to be filed by amendment after the filing of the Company’s consolidated unaudited balance sheet as of December 31, 2016 but within 71 days after the filing of this Current Report)

Pro forma income statement for the twelve months ended June 30, 2016;

Pro forma income statement for the three months ended September 30, 2016; and

Notes to pro forma financial statements.

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(d)   Exhibits:

Exhibit No.	Document
2.1	Product Purchase Agreement, by and among the Company, the Sellers, the Members, the Purchasers and the Agent, dated as of November 2, 2016, is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 2, 2016 (the “Product Purchase Agreement”)
2.2	Amendment No. 1 to the Product Purchase Agreement, by and among the Purchasers and the Agent, dated as of December 2, 2016
2.3	Transaction Agreement Amendment and Waiver, dated as of December 21, 2016, by and among the Purchasers, the Agent and other parties thereto
10.1	Second Amended and Restated Credit Agreement, dated as of December 21, 2016, by and among the Company, the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto*
23.1	Consent of EisnerAmper LLP
23.2	Consent of RAM Associates
99.1	Citron Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.2	Citron Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.3	Lucid Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.4	Lucid Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.5	Citron Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.6	Lucid Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.7	Pro Forma Information**
99.8	Press Release, December 21, 2016***

* Pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules are omitted. The Company agrees to furnish supplementally to the Commission a copy of any omitted exhibit or schedule upon request by the Commission.

** To be filed by amendment.

*** Furnished, not filed

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACETO CORPORATION
Dated: December 21, 2016	By:	/s/ Salvatore Guccione
	Name:	Salvatore Guccione
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Document
2.1	Product Purchase Agreement, by and among the Company, the Sellers, the Members, the Purchasers and the Agent, dated as of November 2, 2016, is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 2, 2016 (the “Product Purchase Agreement”)
2.2	Amendment No. 1 to the Product Purchase Agreement, by and among the Purchasers and the Agent, dated as of December 2, 2016
2.3	Transaction Agreement Amendment and Waiver, dated as of December 21, 2016, by and among the Purchasers, the Agent and other parties thereto
10.1	Second Amended and Restated Credit Agreement, dated as of December 21, 2016, by and among the Company, the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto*
23.1	Consent of EisnerAmper LLP
23.2	Consent of RAM Associates
99.1	Citron Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.2	Citron Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.3	Lucid Pharma LLC 2015 and 2014 Audited Year-End Financial Statements
99.4	Lucid Pharma LLC 2014 and 2013 Audited Year-End Financial Statements
99.5	Citron Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.6	Lucid Pharma LLC 2016 and 2015 Unaudited Interim Financial Statements
99.7	Pro Forma Information**
99.8	Press Release, December 21, 2016***

* Pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules are omitted. The Company agrees to furnish supplementally to the Commission a copy of any omitted exhibit or schedule upon request by the Commission.

** To be filed by amendment.

*** Furnished, not filed

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EX-2.2

Exhibit 2.2

EXECUTION VERSION

FIRST Amendment to PRODUCT PURCHASE agreement

This First Amendment to Product Purchase Agreement (this “Amendment”) is dated as of December 2, 2016, by and among Romeo Charlie Acquisition I, LLC, a Delaware limited liability company (“Purchaser I”), Romeo Charlie Acquisition II, LLC, a Delaware limited liability company (“Purchaser II”, and together with Purchaser I, “Purchasers”), and Vimal Kavuru, in his capacity as agent (“Agent”) for Members and Sellers (each as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Product Purchase Agreement, dated as of November 2, 2016 (together with the exhibits and schedules thereto, the “Product Purchase Agreement”), by and among Citron Pharma LLC, a New Jersey limited liability company (“Seller I”), Lucid Pharma LLC, a New Jersey limited liability company (“Seller II” and together with Seller I, “Sellers”), Citgen Pharma Holding LLC, a New Jersey limited liability company (“Member I”), Gensource Pharma LLC, a Delaware limited liability company (“Member II”), Sudha Kavuru, an individual (“Member III” and collectively with Member I and Member II, “Direct Members”), SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability company and Pharma Reach LLC, a New Jersey limited liability company (collectively, “Indirect Entity Members”), Vimal Kavuru and Subha Sri Thogarchedu (together, “Indirect Individual Members” and collectively with Indirect Entity Members “Indirect Members;” and Indirect Members collectively with Direct Members, “Members”), Aceto Corporation, a New York corporation, Purchaser I, Purchaser II and Agent, among other things, Purchasers have agreed to acquire the Purchased Products and Related Assets and to assume the Assumed Liabilities, pursuant to the terms, and subject to the conditions, set forth therein;

WHEREAS, pursuant to Section 12.2 of the Product Purchase Agreement, any provision of the Product Purchase Agreement may be amended if such amendment is in writing and signed by Purchasers and Agent; and

WHEREAS, Purchasers and Agent desire to amend the Product Purchase Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.          Amendment to Schedule 1.1(j). Schedule 1.1(j) of the Product Purchase Agreement is hereby deleted and replaced with the Schedule 1.1(j) set forth on Exhibit A attached hereto.

2.          Amendment to Schedule 1.8. Schedule 1.8 of the Product Purchase Agreement is hereby deleted and replaced with the Schedule 1.8 set forth on Exhibit B attached hereto.

3.          Miscellaneous.

(a)          Except as expressly provided herein, all of the terms, conditions and other provisions of the Product Purchase Agreement are hereby ratified and confirmed and shall remain unchanged and in full force and effect in accordance with their respective terms. Any reference to the Product Purchase Agreement in any instrument or document shall be deemed a reference to the Product Purchase Agreement as amended hereby. In the event of any conflict or inconsistency between the provisions of the Product Purchase Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

(b)          This Amendment and its negotiation, execution, performance or non-performance, interpretation, construction and all Proceedings that may be based upon, arise out of, or relate to this Amendment, or the transactions contemplated hereby, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York regardless of Laws that might otherwise govern under any applicable conflict of Laws principles.

(c)          This Amendment may be executed in one or more counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, portable document format (.pdf) or otherwise) to the other parties, it being understood that the parties need not sign the same counterpart.

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IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the date first written above.

PURCHASERS:
PURCHASER I:
ROMEO CHARLIE ACQUISITION I, LLC
By:	/s/ Salvatore J. Guccione
	Name: Salvatore J. Guccione
	Title: Chief Executive Officer
PURCHASER II:
ROMEO CHARLIE ACQUISITION II, LLC
By:	/s/ Salvatore J. Guccione
	Name: Salvatore J. Guccione
	Title: Chief Executive Officer
AGENT:
VIMAL KAVURU
By:	/s/ Vimal Kavuru

[Signature Page to First Amendment to Product Purchase Agreement]

EXHIBIT A

Schedule 1.1(j)

Pro Rata Shares

For purposes of Sections 1.7(b), 1.11(a)(i), 1.11(a)(ii), and 1.13(c):

Citron Pharma LLC: 77.7778%

Lucid Pharma LLC: 22.2222%

For purposes of Sections 1.8(a), 1.11(a)(iii), 1.11(a)(iv) and 1.15:

Citron Pharma LLC: 100%

Lucid Pharma LLC: 0%

For purposes of Section 11.1:

Citron Pharma LLC: for payments pursuant to Sections 1.7(b), 1.8(a), 1.13(c) or 1.15, the applicable percentage set forth above; otherwise, 85.8824%, or such other percentage as reasonably determined by Agent.

Lucid Pharma LLC: for payments pursuant to Sections 1.7(b), 1.8(a), 1.13(c) or 1.15, the applicable percentage set forth above; otherwise, 14.1176%, or such other percentage as reasonably determined by Agent.

EXHIBIT B

Schedule 1.8

Equity Consideration

3,841,463 shares of Common Stock on the 3^rd Anniversary of the Closing Date and 1,280,488 shares of Common Stock on the 4^th Anniversary of the Closing Date.

EX-2.3

Exhibit 2.3

EXECUTION VERSION

Transaction Agreement AMENDMENT AND Waiver

This Transaction Agreement Amendment and Waiver (this “Amendment and Waiver”) is dated as of December 21, 2016, (i) by and among, for the purposes of Article I, Article III, Article IV and Article V hereof, Rising Health, LLC (f/k/a Romeo Charlie Acquisition I, LLC), a Delaware limited liability company (“Purchaser I”), Acetris Health, LLC (f/k/a Romeo Charlie Acquisition II, LLC), a Delaware limited liability company (“Purchaser II”, and together with Purchaser I, “Purchasers”), and Vimal Kavuru in his capacity as Agent (“Agent”) and (ii) by and between, for the purposes of Article II and Article V hereof, Rising Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Vimal Kavuru in his individual capacity (“Executive”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below); provided, that all capitalized terms used in Article II but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement (as defined below); and provided, further, that all capitalized terms used in Article III but not otherwise defined herein shall have the meanings ascribed thereto in the Administration Services Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to Section 12.2 of that certain Product Purchase Agreement, dated as of November 2, 2016 (as may be amended, restated, or otherwise modified from time to time, the “Product Purchase Agreement”), by and among Cedar Pharma LLC (f/k/a Citron Pharma LLC), a New Jersey limited liability company (“Seller I”), Aster Pharma LLC (f/k/a Lucid Pharma LLC), a New Jersey limited liability company (“Seller II”), Citgen Pharma Holding LLC, a New Jersey limited liability company, Gensource Pharma LLC, a Delaware limited liability company, Sudha Kavuru, an individual, SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability company, Pharma Reach LLC, a New Jersey limited liability company, Vimal Kavuru, an individual in such capacity, and Subha Sri Thogarchedu, an individual, Aceto Corporation, a New York corporation, Purchaser I, Purchaser II, and Agent, any provision of the Product Purchase Agreement may be amended or waived if in a writing signed by Purchasers and Agent; and

WHEREAS, Purchasers and Agent desire to amend and waive certain provisions of the Product Purchase Agreement as set forth in Article I herein;

WHEREAS, pursuant to Section 10.2 of that certain Employment Agreement, dated as of November 2, 2016 (as may be amended, restated, or otherwise modified from time to time, the “Employment Agreement”), by and between Company and Executive, any provision of the Employment Agreement may be amended if in a writing signed by Company and Executive; and

WHEREAS, Company and Executive desire to amend the Employment Agreement as set forth in Article II herein; and

WHEREAS, pursuant to Section 6.5 of that certain Administration Services Agreement, dated as of November 2, 2016 (as may be amended, restated, or otherwise modified from time to time, the “Administration Services Agreement”), by and among Sellers and Purchasers, any

provision of the Administration Services Agreement may be amended or waived if in a writing signed by Purchasers and Agent; and

WHEREAS, Purchasers and Agent desire to amend certain provisions of the Administration Services Agreement as set forth in Article III herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

1.         Amendment to Section 1.6. Section 1.6 of the Product Purchase Agreement is hereby amended and restated in its entirety as follows:

“Consideration; Payments. Subject to any adjustment required by Section 1.13, the aggregate “Purchase Price” payable by Purchasers in consideration for the Purchased Products and Related Assets and the assumption of the Assumed Liabilities shall consist of: (a) a cash payment made at Closing equal to the sum of (i) $270,000,000 (the “Cash Amount”); minus (ii) the amount of any Existing Indebtedness as of the close of business on the Closing Date, as set forth in the Payout Spreadsheet; minus (iii) any Transaction Expenses payable at or after the Closing Date as set forth in the Payout Spreadsheet (such sum of (i) through and including (iii), the “Aggregate Closing Date Cash Payment”, which shall be payable in accordance with Section 1.7 and Section 1.13); plus (b) the Equity Consideration, which shall be payable in accordance with Section 1.8, plus (c) the Earn-Out Amount, if any, which shall be payable in accordance with Section 1.14, plus (d) the Deferred Payment Amount, which shall be payable in accordance with Section 1.15.”

2.         Amendment to Section 1.7(a). Section 1.7(a) of the Product Purchase Agreement is hereby amended and restated in its entirety as follows:

“(a)       Purchasers shall pay to Sellers cash consideration in an aggregate amount equal to the sum of the following (the “Closing Payment”) (subject to adjustment as hereinafter provided in clauses (iv) through (vi)):

(i)          the Cash Amount;

(ii)         minus the aggregate amount of any Existing Indebtedness as of the close of business on the Closing Date, as set forth in the Payout Spreadsheet;

(iii)        minus the aggregate amount of any Transaction Expenses payable at or after the Closing Date, as set forth in the Payout Spreadsheet;

(iv)       minus any amounts required to be included in the Tax Escrow pursuant to Section 7.7(b);

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(v)        plus any reimbursement of Sellers by Purchasers pursuant to Section 12.6(b); and

(vi)       minus any reimbursement of Purchasers by Sellers pursuant to Section 12.6(b).”

3.         Inventory Count. Each of the Purchasers and Agent hereby waives the requirement that the Inventory Count be taken and completed on the second Business Day immediately preceding the Closing as set forth in the first sentence of Section 1.9 of the Product Purchase Agreement, and acknowledges and agrees that the Inventory Count occurred on December 14, 2016; provided, however, that this waiver shall in no way relieve Sellers and Purchaser of their respective obligations to deliver the Inventory Acknowledgement at the Closing in accordance with the second sentence of Section 1.9 of the Product Purchase Agreement.

4.         Amendment to Section 1.9. Section 1.9 of the Product Purchase Agreement is hereby amended to add the following sentence at the end of Section 1.9:

“On the day immediately following the Closing Date, Sellers shall deliver to Purchasers a roll-forward analysis, which shall be prepared in accordance with past practices and commercially reasonable procedures, that takes account of any subsequent increase or decrease in Inventory that has been accounted for by the Sellers between the Inventory Count and the close of business on the Closing Date (the “Updated Inventory Count”).”

5.         Amendment to Section 1.11(a)(ii). Section 1.11(a)(ii) of the Product Purchase Agreement is hereby amended and restated in its entirety as follows:

(ii) the Upward Adjustment Amount, as provided in Section 1.13(c)(iii) (or, if applicable, minus the Downward Adjustment Amount, as provided in Section 1.13(c)(ii)), provided that such Downward Adjustment Amount, if any, is not included in the Equity Consideration Reduction, if any);”.

6.         Amendment to Section 1.13. Section 1.13 of the Product Purchase Agreement is hereby amended and restated in its entirety as follows:

“Section 1.13. Purchase Price Adjustments.

(a)        Intentionally Omitted.

(b)        Post-Closing Determination.

(i)        As soon as reasonably practicable, but in no event later than seventy five (75) days after the Closing Date, Purchasers shall deliver to Agent: (A) a statement of specified assets and liabilities of Sellers as of the close of business on the Closing Date, prepared using the methodology set forth in Schedule 1.13(a)(i) and, to the extent not inconsistent with such methodology, in accordance with GAAP, and containing the line items referenced in such Schedule 1.13(a)(i) (the “Closing Statement of Specified Assets and Liabilities”);

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(B) a statement in the form attached hereto as Schedule 1.13(a)(ii) (the “Closing Statement”), prepared using the methodology set forth in Schedule 1.13(a)(i) and, to the extent not inconsistent with such methodology, in accordance with GAAP, setting forth Purchasers’ calculation, based on the Closing Statement of Specified Assets and Liabilities, of (1) the amount of Accounts Receivable (the “Closing Accounts Receivable Amount”), including therein, without duplication, Purchasers’ calculation of the Reserves Provision and Rebates and Chargebacks Allowance, (2) the amount of Inventory, but only counting the Inventory in the Updated Inventory Count that meets the conditions set forth in Section 7.24 and that does not have an expiration date within three hundred sixty five (365) calendar days of the Inventory Count (the “Closing Inventory Amount”), (3) the amount of Prepaid Assets (the “Closing Prepaid Assets Amount”), (4) the amount of Trade Payables (the “Closing Trade Payables Amount”), (5) the amount of Accrued Expenses (the “Closing Accrued Expenses Amount”), (6) the aggregate amount of any Indebtedness (the “Closing Indebtedness Amount”) and (7) the aggregate amount of Transaction Expenses (the “Closing Transaction Expense Amount”), in each case, calculated as of the close of business on the Closing Date, with reasonable supporting detail, and (C) a calculation of the Closing Sum, based on the amounts set forth in the Closing Statement.

(ii)        If Agent disagrees with the calculation of the Closing Statement of Specified Assets and Liabilities, the Closing Statement, the Closing Accounts Receivable Amount, including the computation of the Reserves Provision and Rebates and Chargebacks Allowance taken into account in determining the Closing Accounts Receivable Amount, the Closing Inventory Amount, the Closing Prepaid Assets Amount, the Closing Trade Payables Amount, the Closing Accrued Expenses Amount, the Closing Indebtedness Amount, the Closing Transaction Expense Amount or the Closing Sum (collectively, the “Closing Calculations”), Agent may, within thirty (30) days after receipt of the Closing Statement of Specified Assets and Liabilities and the Closing Statement, deliver a notice (an “Objection Notice”) to Purchasers setting forth Agent’s objections in reasonable detail, and Agent’s Closing Calculations, or such portion of the Closing Calculations to which Agent objects, as applicable, with reasonable supporting detail; provided, that the nature of the objections shall only be based on mathematical errors or on the Closing Statement not being calculated in accordance with Section 1.13(b)(i). Any amounts in the Closing Calculations not specifically objected to by Agent in an Objection Notice delivered to Purchasers on or prior to the expiration of the thirty (30) day period referred to above shall be deemed accepted and shall be final and binding on Sellers and Agent. If Agent delivers an Objection Notice on or prior to the expiration of the thirty (30) day period referred to above, Purchasers and Agent shall negotiate in good faith to resolve any disagreements as to the Closing Calculations, but if there is no final resolution with respect to any amounts remaining in dispute (the “Disputed Amounts”) within fifteen (15) days after Purchasers have received the Objection Notice, Purchasers and Agent shall promptly (and in no event more than five (5) days after written request by Purchasers or Agent, as the case may be) retain Marcum LLP or, if that firm is

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unable or unwilling to so serve, another nationally recognized, independent accounting firm that is independent of Sellers, Members, Purchasers and Parent and that is reasonably acceptable to Purchasers and Agent (the “Accounting Firm”), to resolve any disagreements relating only to the Disputed Amounts, which, in the absence of subsequent written agreement by Purchasers and Agent, shall be the exclusive means of resolving such items in dispute.

(iii)        The Accounting Firm shall act as an expert (and not as an arbitrator) to determine, based solely on presentations by Purchasers and Agent and the supporting documentation referred to below in this Section 1.13(b)(iii), and not by independent review, only the Disputed Amounts and shall be limited to those adjustments, if any, required to be made for the Closing Calculations to comply with the provisions of this Agreement, and shall be instructed to deliver its determination of the Disputed Amounts in writing within thirty (30) days after its engagement. Subject to the foregoing sentence, none of Purchasers, on the one hand, or Agent, on the other hand, or any of their respective Representatives shall have or shall conduct any communication, either written or oral, with the Accounting Firm without the other either being present or receiving a concurrent copy of any written communication. The Accounting Firm shall make a determination with respect to the Disputed Amounts only and in a manner consistent with this Section 1.13 and the methodology set forth in Schedule 1.13(a)(i) and, to the extent not inconsistent with such methodology, in accordance with GAAP, and in no event shall the Accounting Firm assign a value to any item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party. Purchasers and Agent shall use their commercially reasonable efforts to furnish to the Accounting Firm such work papers and other documents and information pertaining to the Disputed Amounts as the Accounting Firm may reasonably request. Absent manifest error, the determination of the Accounting Firm shall be final, conclusive and binding upon the Parties. The Parties acknowledge and agree that the Accounting Firm’s written determination may be entered and reduced to judgment in any court of competent jurisdiction.

(iv)        The fees, expenses and costs of the Accounting Firm incurred in connection with such dispute, shall be borne by the Parties (or Sellers, in the case of Agent) in proportion to the aggregate amounts by which the sum total of the Disputed Amounts submitted to the Accounting Firm by each such Party (other than any dispute with respect to the Reserves Provision or the Rebates and Chargebacks Allowance) differed from the Accounting Firm’s final determination of the sum total of the Disputed Amounts. The respective fees and expenses of each Party’s legal, financial and accounting advisors incurred in connection with such dispute shall be borne by each such Party.

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(c)        Post-Closing Adjustment.

(i)         Once all disputes relating to the Closing Calculations, if any, are or are deemed resolved in accordance with Section 1.13(b), then pursuant to Section 1.13(c)(ii):

(1)        if the sum of the Closing Accounts Receivable Amount plus the Closing Inventory Amount plus the Closing Prepaid Assets Amount minus the Closing Trade Payables Amount minus the Closing Accrued Expenses Amount (in all cases, such amounts to be determined in accordance with Section 1.13(b); such sum, the “Closing Sum”) exceeds $24,500,000, the Purchasers shall be obligated to pay the Sellers the lesser of (x) fifty percent (50%) of such excess and (y) $4,229,665;

(2)        if the Closing Sum is less than $18,500,000, the Sellers shall be obligated to pay the Purchasers the difference between $18,500,000 and the Closing Sum;

(3)        for the avoidance of doubt, if the Closing Sum is equal to or greater than $18,500,000 but not greater than $24,500,000, no payment obligation shall arise pursuant to Section 1.13(c)(i)(1) or Section 1.13(c)(i)(2);

(4)        if the Closing Indebtedness Amount determined in accordance with Section 1.13(b) exceeds the amount of Existing Indebtedness as set forth in the Payout Spreadsheet, the Sellers shall be obligated to pay such excess to the Purchasers; and

(5)        if the Closing Transaction Expense Amount determined in accordance with Section 1.13(b) exceeds the amount of Transaction Expenses as set forth in the Payout Spreadsheet, the Sellers shall be obligated to pay such excess to the Purchasers.

(ii)       If the amounts that Sellers are obligated to pay pursuant to Section 1.13(c)(i) exceed the amounts that Purchasers are obligated to pay pursuant to Section 1.13(c)(i) (such excess, the “Downward Adjustment Amount”), then, unless Parent has notified Agent prior to the payment contemplated by this Section 1.13(c) that it intends to reduce the Equity Consideration or the Deferred Payment Amount pursuant to Section 9.9 within three (3) Business Days after the final determination of the Downward Adjustment Amount, Sellers shall pay, and Members shall take all applicable steps to cause Sellers to pay (including by contributing sufficient capital to Sellers with respect thereto), to Purchasers by wire transfer of immediately available funds in U.S. dollars to the account or accounts designated in writing by Purchasers, the Downward Adjustment Amount.

(iii)      If the amounts that the Purchasers are obligated to pay pursuant to Section 1.13(c)(i) exceed the amounts that Sellers are obligated to pay

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pursuant to Section 1.13(c)(i), (the amount of such excess, the “Upward Adjustment Amount”), then, within three (3) Business Days after the final determination of the Upward Adjustment Amount, Purchasers shall pay or cause to be paid to each Seller, by wire transfer of immediately available funds in U.S. dollars to the account or accounts designated in writing by Agent, such Seller’s Pro Rata Share of the Upward Adjustment Amount.

(iv)        If the amounts that the Purchasers are obligated to pay pursuant to Section 1.13(c)(i) are equal to the amounts that the Sellers are obligated to pay pursuant to Section 1.13(c)(i), no payment shall be made pursuant to this Section 1.13(c).

(v)        The procedures set forth in this Section 1.13 and the adjustment to the Equity Consideration and the Deferred Payment Amount in Section 9.9 shall be the sole and exclusive method for resolving any Disputed Amounts.

(d)        Access to Information. Each Party shall use its commercially reasonable efforts to provide promptly to the other Parties all information (including relevant Tax records relating to the Business or Purchased Products and Related Assets) and reasonable access (provided, that such access shall be during normal business hours (or at such other time consented to by Parent or Purchasers) and in a manner that does not unreasonably interfere with the normal business operations of such other Parties) to employees and accountants as such other Parties shall reasonably request in connection with the review of the Closing Statement of Specified Assets and Liabilities, the Closing Statement or the Objection Notice (including with respect to all of the calculations of amounts set forth therein), as the case may be, including all work papers of Parent and Purchasers in respect of the Purchased Products and Related Assets and Assumed Liabilities and the accountants who audited, compiled or reviewed such statements or notices (subject to Sellers and their representatives executing a customary non-reliance agreement if required by Purchasers’ or Parent’s accountants in connection herewith), and shall otherwise cooperate in good faith with such other Parties to arrive at a final determination of the Closing Statement of Specified Assets and Liabilities and the Closing Statement.”

7.        Amendment to Section 7.9. Section 7.9 of the Product Purchase Agreement is hereby amended and restated in its entirety as follows:

Section 7.9.      Employees.

(a)        From the date hereof and through the Closing, and for ten (10) days thereafter, Sellers shall provide Parent, Purchasers and their respective Affiliates and Representatives with reasonable access during normal business hours to the employees of Sellers, their Affiliates and Subsidiaries and the Books and Records relating to such employees, for the purpose of evaluating to which employees, if any, Purchasers and their Affiliates may desire to offer employment as of or following the close of business on the Closing Date pursuant to this Section 7.9(a). Sellers, Members and their respective Affiliates and Subsidiaries shall

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reasonably cooperate with, and provide reasonable assistance to, Purchasers, Parent and their respective Affiliates and Representatives to enable them to make such evaluations. No later than ten (10) days following the Closing Date, Purchasers shall deliver to Sellers a list of Sellers’ employees to whom either Purchaser (or an Affiliate of either Purchaser) intends to offer employment and the effective date of such employment (the date each such employee commences employment with either Purchaser (or an Affiliate of either Purchaser) shall be such employee’s “Hire Date”); provided, that no proposed effective date will be later than February 1, 2017. Those of Sellers’ employees who receive and accept either Purchaser’s (or any such Affiliate’s) offer of employment and report to work for active duty with such Purchaser (or any such Affiliate) following the Closing are collectively referred to herein as the “Hired Employees.” To the extent not prohibited by applicable Law, each Seller shall terminate the employment of each such Hired Employee effective immediately prior to such Hired Employee’s Hire Date. Within fifteen (15) days after each Hired Employee’s Hire Date each Seller shall cause to be discharged, satisfied and paid in full to such Hired Employee an amount equal to (i) all Liabilities associated with any severance obligations owed to such Hired Employee pursuant to any Employee Benefit Plan, including any employment agreement, offer letter or compensation arrangement or applicable Law, and (ii) any other amounts such employees may be entitled to receive as the result of employment termination, including accrued wages, accrued and unused vacation and other paid time off and accrued bonuses, if any, through the Hire Date. Each Seller shall, effective as of immediately prior to each Hired Employee’s Hire Date, release the applicable Hired Employee from and, if requested by Purchasers, assign to Purchasers or an Affiliate of Purchasers its rights under any non-competition, non-solicitation, confidentiality and similar restrictive covenants or agreements and any assignment of inventions agreements previously entered into between such Seller and such Hired Employee. Each Seller shall deliver to Purchasers, at or before each Hired Employee’s Hire Date, written evidence, in form and substance satisfactory to Purchasers, of the release and assignment described in the immediately preceding sentence. Nothing herein shall confer upon any Hired Employee any right to be employed by either Purchaser or any Affiliate of either Purchaser for any specified period of time following the Closing Date or in any way limit Purchasers’ or any of their Affiliates’ right to terminate the employment of any Hired Employee at any time following the Closing Date for any reason (or no reason).

(b)        Purchasers (or an applicable Affiliate) shall provide each Hired Employee, until the first anniversary of the Closing Date, total annual compensation which is no less favorable than the total annual compensation in effect with respect to such Hired Employees immediately prior to the Closing Date. To the extent that any filings are required with the USCIS with respect to any Hired Employees on H1 or Practical Training Visas, the Parties agree that such Hired Employees will remain on the applicable Seller’s payroll for such transitionary period, and Sellers will invoice Purchasers for such services.

(c)        With respect to any Employee Benefit Plan, Sellers shall take any necessary actions to cause, as of the close of business on each Hired Employee’s Hire Date, such Hired Employees and their eligible spouses, dependents, and beneficiaries who are covered under such Employee Benefit Plan to cease coverage under such Employee Benefit Plan. Each Seller shall, at its own expense, terminate each Hired Employee’s participation under each Employee Benefit Plan immediately prior to such Hired Employee’s Hire Date, and take such further actions after such Hire Date as may be necessary, appropriate or advisable to distribute all

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benefits accrued or payable thereunder and to otherwise satisfy all obligations arising thereunder, in each case, with respect to the Hired Employees.

(d)        From and after the close of business on each Hired Employee’s Hire Date, Purchasers (or an applicable Affiliate) shall use commercially reasonable efforts to give each Hired Employee full credit for vesting and eligibility purposes (but not for benefit accrual purposes, except vacation, if applicable) under any “employee benefit plan” (as defined in Section 3(3) of ERISA) (excluding both any post-retirement health or other welfare plans or programs and any equity compensation arrangements maintained by Purchasers or any of their Affiliates) provided, sponsored, maintained or contributed to by Purchasers (or an applicable Affiliate) in which such Hired Employee will participate effective as of the close of business on such Hired Employee’s Hire Date (collectively, the “Purchaser Benefit Plans”), for such Hired Employee’s service with Sellers to the extent recognized by Sellers under the corresponding Employee Benefit Plan, except to the extent that (i) such credit would result in the duplication of benefits for the same period of service, or (ii) such service is with respect to a newly-established Purchaser Benefit Plan for which similarly-situated employees of Purchasers or their Affiliates do not receive past service credit.

(e)        Purchasers (or an applicable Affiliate) shall use commercially reasonable efforts to waive for each Hired Employee, and his or her dependents, any waiting period provision, pre-existing condition limitation, and actively-at-work requirements under Purchaser Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, the “Purchaser Welfare Plans”). Purchasers (or an applicable Affiliate) shall use commercially reasonable efforts to give full credit under the Purchaser Welfare Plans for all co-payments made and deductibles satisfied prior to a Hired Employee’s Hire Date in the same plan year as such Hire Date. Claims incurred by a Hired Employee with respect to any welfare benefit plan following the close of business on such Hired Employee’s Hire Date shall be the responsibility of the applicable Purchaser Welfare Plan, subject to the terms and conditions of such Purchaser Welfare Plan. Claims incurred with respect to any welfare benefit plan for Hired Employees rendered prior to close of business on such Hired Employee’s Hire Date shall be the responsibility of the welfare benefit plan of the Seller which covered such employees prior to close of business on such Hire Date.

(f)        This Section 7.9 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.9, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.9. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement.

8.        Amendment to Section 7.11(b). Section 7.11(b) of the Product Purchase Agreement is hereby amended to delete the clause “at least five (5) Business Days prior to the Closing Date” and replace it with “on or before the Closing Date”.

9.        Amendment to Section 7.20. Section 7.20 of the Product Purchase Agreement is hereby amended to delete the clause “on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing)” and replace it with “on or before the Closing Date”.

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10.        Amendment to Section 7.21. Section 7.21 of the Product Purchase Agreement is hereby amended to delete the clause “as soon as practicable but not later than five (5) Business Days prior to the Closing Date” and replace it with “on or before the Closing Date”.

11.        Amendment to Section 9.4(f). Section 9.4(f)(ii) of the Product Purchase Agreement is hereby amended to delete the term “Adjusted Closing Payment Amount” and replace it with “Closing Sum”.

12.        Amendment to Section 9.9. The reference to Section 1.13(c)(i) in the first sentence of each of Section 9.9(a) and Section 9.9(b) of the Product Purchase Agreement is hereby deleted and replaced with “Section 1.13(c)(ii)”.

13.        Amendment to Section 12.14(g). Section 12.14(g) of the Product Purchase Agreement is hereby amended to delete the clause “the Estimated Statement of Specified Assets and Liabilities,”.

14.        Amendment to Appendix A. Appendix A to the Product Purchase Agreement is hereby amended and restated in its entirety as set forth in Appendix A hereto.

15.        Amendment to Schedule 1.1(a). Schedule 1.1(a) to the Product Purchase Agreement under the caption “Citron Pharma LLC” is hereby amended to include the following Contract:

“Supply Agreement, effective November 4, 2016, between Citron Pharma LLC and Aurobindo Pharma Limited.”

16.        Amendment to Schedule 1.13(a)(ii). Schedule 1.13(a)(ii) to the Product Purchase Agreement is hereby amended and restated in its entirety as set forth in Appendix B hereto.

ARTICLE II

1.         Amendment to Fifth Recital. The fifth recital of the Employment Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, Company desires to hire Executive to serve as a member of the Executive Committee of Company in accordance with the terms and conditions of this Agreement, effective upon the Closing provided for under the Product Purchase Agreement (the “Effective Time);”.

2.         Amendment to Sixth Recital. The sixth recital of the Employment Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, Executive desires to serve as a member of the Executive Committee of Company in accordance with the terms and conditions of this Agreement, effective as of the Effective Time; and”.

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3.        Amendment to Section 2.1. The first sentence of Section 2.1 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“During the Term, Executive will be employed as a member of the Executive Committee of Company and shall have the duties and responsibilities assigned by Company from time to time consistent with that position and consistent with the position of a senior executive.”.

4.        No Diminution. Executive and Company acknowledge and agree that neither the amendment set forth in Section 3 of this Article III above, nor Executive’s service as a member of the Executive Committee of Company, rather than President of the Company, by itself, constitutes any diminution in Executive's authority, duties, or responsibilities for any purpose, including, but not limited to, for purposes of the definition of “Good Reason” set forth in Section 7.2 of the Employment Agreement, and Executive hereby irrevocably waives any claim that Executive’s offer and acceptance of employment as member of the Executive Committee of Company, rather than President of Company, by itself, constitutes Good Reason.

ARTICLE III

1.        Amendment to Fifth Recital. The fifth recital of the Administration Services Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, to the extent that Sellers have responsibility hereunder for payments associated with Returns, Chargebacks, Commercial Rebates and Medicaid and Other Government Rebates, Sellers shall be credited for having made such payments in accordance with Section 5 of this Agreement (i) with respect to Returns, to the extent of the provision for reserves recorded as an adjustment to accounts receivable in the Closing Statement of Specified Assets and Liabilities (the “Reserves Provision”), (ii) with respect to Chargebacks and Commercial Rebates, to the extent included in the allowance for returns, pricing adjustments and promotional allowances recorded as an adjustment to accounts receivable in the Closing Statement of Specified Assets and Liabilities (the “Rebates and Chargebacks Allowance”) and (iii) with respect to Medicaid and Other Government Rebates, in the amount of $4,500,000 (the “Special Government Rebate Reserve”); and”.

ARTICLE IV

1.        No Condition Failure Notification. The Purchasers and Agent agree, on behalf of all Parties, that the notice given on behalf of the Sellers on or about December 15, 2016, pursuant to Section 7.19 of the Product Purchase Agreement, in respect of the Connecticut AG Civil Action (as defined below) constituted a notice under Section 7.19(a)(d) of the Product Purchase Agreement, and was not intended to, and did not, constitute a Condition Failure Notification under Section 7.19(b). For the avoidance of doubt, such notice shall in no way be deemed a waiver, or otherwise diminish the entitlement, of the Purchaser Indemnified Parties’ rights to indemnification under the Product Purchase Agreement.

2.        For purposes hereof, the “Connecticut AG Civil Action” refers to the following Proceeding:  The States of Connecticut, Delaware, Florida, Hawaii, Idaho, Iowa,

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Kansas, The Commonwealth of Kentucky, the States of Louisiana, Maine, Maryland, The Commonwealth of Massachusetts, The States of Minnesota, Nevada, New York, North Dakota, Ohio, The Commonwealth of Pennsylvania, The Commonwealth of Virginia and the State of Washington v. Aurobindo Pharma USA, Inc; Citron Pharma LLC; Heritage Pharmaceuticals, Inc.; Mayne Pharma (USA), Inc.; Mylan Pharmaceuticals, Inc; Teva Pharmaceuticals, Inc., filed in the United States District Court, District of Connecticut on December 14, 2016.

ARTICLE V

1.         Miscellaneous.

(a)        Except as expressly provided herein, (i) the Product Purchase Agreement, the Employment Agreement and the Administration Services Agreement shall remain unchanged and in full force and effect, and (ii) this Amendment and Waiver shall not constitute an amendment or waiver by (x) the Purchasers or Agent of any other term of the Product Purchase Agreement, or any right, power, or remedy of any party to the Product Purchase Agreement, (y) by Company or Executive of any other term of the Employment Agreement, or any right, power, or remedy of any party to the Employment Agreement or (z) the Purchasers or Agent of any other term of the Administration Services Agreement, or any right, power, or remedy of any party to the Administration Services Agreement.

(b)        There are no oral agreements or understandings with respect to or affecting this Amendment and Waiver and, except as expressly provided herein, this Amendment and Waiver constitutes the entire agreement between the parties regarding the subject matter hereof.

(c)        This Amendment and Waiver shall not be amended, supplemented or otherwise modified or any rights or obligations hereunder waived, except by a written instrument executed and delivered by the parties hereto.

(d)        This Amendment and Waiver and its negotiation, execution, performance or non-performance, interpretation, construction and all Proceedings that may be based upon, arise out of, or relate to this Amendment and Waiver, or the transactions contemplated hereby, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York regardless of Laws that might otherwise govern under any applicable conflict of Laws principles.

(e)        This Amendment and Waiver may be executed in one or more counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, portable document format (.pdf) or otherwise) to the other party, it being understood that the parties need not sign the same counterpart.

(f)        All references to each of the Ancillary Agreements in the Product Purchase Agreement and in each Ancillary Agreement itself shall include the Product Purchase Agreement, the Employment Agreement and the Administration Services Agreement, as

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amended hereby, and as may be further amended from time to time in accordance with the terms hereof and thereof.

(g)        In the event that a party hereto reasonably determines subsequent to the date hereof that (i) in making the amendments, waivers and other changes to the Product Purchase Agreement, Employment Agreement and Administration Services Agreement reflected herein, the parties inadvertently failed to amend one or more other provisions of the Product Purchase Agreement, Employment Agreement or Administration Services Agreement, or the Ancillary Agreements, and (ii) had the parties hereto considered such additional amendments at the time this Amendment and Waiver was executed, their inclusion herein would not have been controversial, the parties hereto shall negotiate in good faith to determine whether such other amendments should be made.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties have executed or caused this Amendment and Waiver to be executed as of the date first written above.

(Solely with respect to Articles I, III, IV and V)
PURCHASERS:
RISING HEALTH, LLC
By:	/s/ Salvatore J. Guccione___
	Name: Salvatore J. Guccione
	Title: Chief Executive Officer
ACETRIS HEALTH, LLC
By:	/s/ Salvatore J. Guccione____
	Name: Salvatore J. Guccione
	Title: Chief Executive Officer
AGENT:
VIMAL KAVURU
/s/ Vimal Kavuru
Vimal Kavuru

[Signature Page to Transaction Agreement Amendment and Waiver]

(Solely with respect to Articles II and V)
COMPANY:
RISING PHARMACEUTICALS, INC.
By:	/s/ Salvatore J. Guccione______
	Name: Salvatore J. Guccione
	Title: Chief Executive Officer
EXECUTIVE:
VIMAL KAVURU
/s/ Vimal Kavuru
Vimal Kavuru

[Signature Page to Transaction Agreement Amendment and Waiver]

Appendix A

Defined Terms in the Product Purchase Agreement

(see attached)

Appendix A

Defined Terms

General. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

“2015 Quarterly Financial Statements” shall have the meaning set forth in Section 3.16.

“AAA” has the meaning set forth in Section 7.19(b).

“Acceleration Request” shall have the meaning set forth in Section 1.8(d).

“Accounting Firm” shall have the meaning set forth in Section 1.13(b)(ii).

“Accounts Receivable” shall have the meaning set forth in Section 3.19.

“Accrued Expenses” means expenses that have been incurred, but for which there is not yet any disbursement in the Books and Records of the applicable Seller.

“Acquisition Proposal” shall have the meaning set forth in Section 7.13(c).

“Additional Reviewed Statements” shall have the meaning set forth in Section 7.20.

“Adjusted Gross Profit” means: (i) Net Sales; minus (ii) Product Cost; minus (iii) Partner Profit Split.

“Administration Services Agreement” shall have the meaning set forth in the recitals.

“Adverse Legal Change” shall have the meaning set forth in Section 1.8(d).

“Adverse Tax Change” shall have the meaning set forth in Section 1.8(d).

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Affiliate” also includes any “associate” of a Person (as such term is defined in the Securities Act). For purposes of clarity, none of Sellers or Members shall be deemed to be Affiliates of Parent or Purchasers by virtue of this Agreement, any service on the board of directors of Parent or ownership of any Parent Shares.

“Agent” shall have the meaning set forth in the preamble.

“Aggregate Closing Date Cash Payment” shall have the meaning set forth in Section 1.6.

“Agreement” means this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“Ancillary Agreements” means, collectively, each other agreement, document, instrument and/or certificate contemplated by this Agreement to be executed by Parent, Purchasers or a Seller or Member, or as applicable, Agent, in connection with the transactions contemplated hereby, including the Trademark Assignment Agreement, the Assignment and Assumption Agreement, the Bill of Sale, the Subordination Agreement and the Signing Agreements.

“ANDA” means an Abbreviated New Drug Application as defined in the FDCA.

“Applicable Tax Allocation Statement” shall have the meaning set forth in Section 1.11(b).

“Assignment and Assumption Agreement” means an assignment and assumption agreement in the form of Exhibit F attached hereto.

“Assumed Contracts” means the Contracts set forth in Schedule 1.1(a), together with any comparable agreement entered into by either Seller following the date hereof and prior to the Closing in accordance with the terms of this Agreement.

“Assumed Liability” shall have the meaning set forth in Section 1.4.

“Audited Financial Statements” shall have the meaning set forth in Section 3.16.

“Balance Sheet” means the balance sheet for each Seller as of and for the quarterly period ended on the Balance Sheet Date.

“Balance Sheet Date” means June 30, 2016.

“Beneficial Rights” shall have the meaning set forth in Section 1.2.

“Bill of Sale” means an assignment and bill of sale in the form of Exhibit G attached hereto.

“Books and Records” means all of the following, but only to the extent Related to the Business: (a) books, records, documents, invoices, inventory records, product specifications, customer lists, cost and pricing information, physician lists, supplier lists, business plans, catalogs, customer literature, quality control records and manuals and credit records of customers; (b) research, design and development files, engineering drawings, records and laboratory books (including raw data, technical data, pharmacology data, pharmacovigilance data, chemistry and pharmaceutical data relating to drug substance and drug product (including analytical and product characterization data) and toxicology data) and stability and clinical studies; (c) data relevant to the manufacturing of each of the Products; (d) Regulatory

Documentation; (e) Registration Information; and (f) Promotional Materials (including all data and other information stored on discs, tapes or other media); provided, that “Books and Records” does not include any records related or attributable to (i) Taxes or Tax Returns of a Seller if such records are related or attributable solely to a Seller’s (or its Members’) income Tax liability (and, for the avoidance of doubt, are not sales Tax Returns or other records relating or attributable solely to Taxes Related to the Business), (ii) Excluded Assets, or (iii) Retained Liabilities.

“Branded Products Business” means the branded products business as conducted by Seller I and its Affiliates.

“Business” means the developing, commercializing, using, Labeling, packaging, marketing, promoting, storage, importing, investigating, contemplating developing, transporting, selling and distributing the Products as conducted by Sellers, but excluding in any event the Branded Products Business and the Veterinary Products Business (provided that the Business shall expressly include any development, commercialization, use, Labeling, packaging, marketing, promotion, storage, importation, investigation, contemplation, transport, sale and distribution of any Products which have one or more veterinary applications and one or more non-veterinary applications).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are authorized or obligated by applicable Law or executive order to close.

“Citgen” shall have the meaning set forth in the recitals.

“Cash Amount” shall have the meaning set forth in Section 1.6.

“Cash and Cash Equivalents” means all cash on hand, cash in bank accounts, certificates of deposit, commercial paper, treasury bills and notes, marketable securities and other cash equivalents of Sellers, and all other items included as cash or cash equivalents in the Financial Statements.

“CIM Information” shall have the meaning ascribed to such term in the definition of Marketing Period.

“Claim Notice” shall have the meaning set forth in Section 9.6(a).

“Claimant” shall have the meaning set forth in Section 9.6(a).

“Closing” means the closing of the transactions contemplated by this Agreement pursuant to the terms of this Agreement.

“Closing Accounts Receivable Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Accrued Expenses Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Calculations” shall have the meaning set forth in Section 1.13(b)(ii).

“Closing Cash Contribution” means the Closing Payment and any amounts payable pursuant to Section 1.7 and any fees and expenses incurred by Parent and Purchasers in connection with the transactions contemplated by this Agreement, in each case, to the extent not funded from the proceeds of the Financing or the existing revolver on the date hereof.

“Closing Date” shall have the meaning set forth in Section 2.1(a).

“Closing Indebtedness Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Inventory Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Payment” shall have the meaning set forth in Section 1.7(a).

“Closing Prepaid Assets Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Statement” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Statement of Specified Assets and Liabilities” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Sum” shall have the meaning set forth in Section 1.13(c)(i)(1).

“Closing Trade Payables Amount” shall have the meaning set forth in Section 1.13(b)(i).

“Closing Transaction Expense Amount” shall have the meaning set forth in Section 1.13(b)(i).

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Rebates” shall have the meaning ascribed to such term in the Administration Services Agreement.

“Commitment Letter” shall have the meaning set forth in Section 6.10(a).

“Common Stock” means shares of common stock, par value $0.01 per share, of Parent.

“Competition Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state, local or non-United States statutes, rules, regulations, orders, decrees,

administrative or judicial doctrines or other Laws, each as amended from time-to-time, that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.

“Compliant” means, after giving effect to all supplements or updates thereto, (a) the Required Information does not contain any untrue statement of a material fact or omit to state any material fact, in each case, with respect to any of the Sellers, Members or the Business, necessary in order to make such Required Information, in light of the circumstances under which the statements contained in the Required Information were made, not materially misleading, (b) no audit opinion with respect to any financial statements contained in the Required Information shall have been withdrawn, amended or qualified, and (c) the financial statements and other financial information (other than any projections, budgets, forecasts, other forward looking information and information of an industry specific nature) included in the Required Information (x) are sufficient to permit the Financing Sources (including underwriters, placement agents or initial purchasers) to receive customary comfort letters with respect to such financial information (including customary negative assurance comfort with respect to periods following the end of the latest fiscal year and fiscal quarter for which historical financial statements are included) on any date during the Marketing Period and the auditors that have reviewed or audited such financial information have delivered drafts of customary comfort letters, including customary negative assurance comfort, reasonably acceptable to Parent, Purchasers and the Financing Sources, and consent letters required by applicable United States securities Laws and such auditors have confirmed they are prepared to and if requested will issue such comfort letters and consent letters on any pricing dates, prospectus filing dates and closing dates relating to the Financing and any other offering of securities by Purchasers and/or any of their Affiliates occurring during the Marketing Period, and (y) have been prepared in accordance with GAAP, and (z) present fairly in all material respects the financial condition of the Sellers for the periods covered thereby (in each case of clauses (y) and (z), subject in the case of unaudited financial statements to (x) the absence of footnote disclosure and other presentation items, and (y) changes resulting from normal year-end adjustments).

“Condition Failure Notification” has the meaning set forth in Section 7.19(b).

“Confidentiality Agreement” means the Mutual Confidentiality and Non-Disclosure Agreement by and between Seller I, Seller II and Parent, dated December 4, 2015, as amended or supplemented from time to time.

“Contract” means any binding written or oral contract, agreement, arrangement, commitment, franchise, indenture, lease, license, note, bond or mortgage.

“Copyright Rights” means all rights, anywhere in the world, in or to published and unpublished works of authorship, whether copyrightable or not (including software, data, databases and other compilations of information), copyrights, copyright registrations and applications, and renewals, extensions, restorations and reversions thereof.

“Covenant Parties” means Sellers, Members and Ashok Mayya.

“Creator” shall have the meaning set forth in Section 3.12(i).

“Declaration” shall have the meaning set forth in Section 7.7(b).

“Default Rate” means eight percent (8%) per annum.

“Deferred Payment Amount” shall have the meaning set forth in Section 1.15.

“Deferred Payment Amount Reduction” shall have the meaning set forth in Section 9.9(b).

“Deferred Payment Date” shall have the meaning set forth in Section 1.15.

“Deferred Payment Default” means any of the following events: (a) failure of the Purchasers to pay to Sellers on the Interest Payment Date therefor, any interest payable pursuant to Section 1.15; (b) failure of the Purchasers to pay to Sellers the Deferred Payment Amount on the Deferred Payment Date; or (c) with respect to the amount of any Pending Claim retained by Purchasers past the Deferred Payment Date, if any, the failure of Purchasers to pay to Sellers such portion of the Deferred Payment Amount due to Sellers, if any, no later than five (5) days after the Final Determination of such Pending Claim.

“Definitive Agreements” shall have the meaning set forth in Section 7.10(a).

“Department” shall have the meaning set forth in Section 7.7(b).

“Development Costs” means the costs and expenses incurred by Parent and/or Purchasers, or any of their respective Affiliates, in connection with any research and development activities related to the development of any Earn-Out Product through preclinical and clinical stages, including costs of studies on the toxicological, pharmacokinetical, metabolical or clinical aspects of such Earn-Out Product, whether conducted internally or by external investigators, including the cost of clinical supplies used in connection therewith, and the preparation of applications and materials to be submitted to regulatory authorities in connection with obtaining, maintaining and/or expanding marketing approval of such product, regulatory and validation activities for manufacturing plant and product, including GMP certification, process development, process improvement and scale-up and recovery costs, qualification lots, costs for preparing, submitting, reviewing or developing data or information for the purpose of submission to a Governmental Authority to obtain, maintain and/or expand marketing approval of such product. Development Costs shall be determined in a manner consistent with Parent’s standard cost accounting practices as generally applied in its pharmaceutical business.

“Direct Members” shall have the meaning set forth in the preamble.

“Disclosure Schedule” shall have the meaning set forth in ARTICLE III.

“Discontinuation Period” shall have the meaning set forth in Section 7.25.

“Disputed Amounts” shall have the meaning set forth in Section 1.13(b)(ii).

“Distribution Activities” shall have the meaning set forth in Section 7.15(d).

“Downward Adjustment Amount” shall have the meaning set forth in Section 1.13(c)(ii).

“Earn-Out Amount” shall have the meaning set forth in Section 1.14(a).

“Earn-Out End Date” shall have the meaning set forth in Section 1.14(a).

“Earn-Out Objection Notice” shall have the meaning set forth in Section 1.14(b).

“Earn-Out Payment” shall have the meaning set forth in Section 1.14(a).

“Earn-Out Product” shall have the meaning set forth in Section 1.14(a).

“Earn-Out Statement” shall have the meaning set forth in Section 1.14(b).

“Eligibility Event” means any of the following: (a) the breach by Vimal Kavuru of any provision of the Restrictive Covenants Agreement; (b) following the expiration of the “Restricted Period” (as defined in the Restrictive Covenants Agreement), Vimal Kavuru (or one or more of his Affiliates) acquires any product, or proprietary or confidential process that is competitive (in field of use or otherwise) with any product, or proprietary or confidential process that Parent and/or Purchasers is investigating or contemplating developing, manufacturing, distributing, marketing or selling at or after the time of such acquisition; (c) Vimal Kavuru is terminated for “cause” or resigns without “good reason” (each as defined in Vimal Kavuru’s Employment Agreement); (d) Vimal Kavuru resigns from the Parent Board or refuses to stand for election or reelection to the Parent Board; (e) the failure of Vimal Kavuru to be elected to the Parent Board by the stockholders of Parent after being nominated for such position by a committee of the Parent Board or by the Parent Board; or (f) the occurrence of a Parent Change of Control Event.

“Employee Benefit Plans” means: (a) “employee benefit plans,” as such term is defined in Section 3(3) of ERISA, whether or not funded and whether or not terminated; (b) personnel policies; and (c) fringe or other benefit, employment, consulting, or other compensation plans, policies, programs, agreements and arrangements, whether or not subject to ERISA, whether or not funded and whether or not terminated, including stock bonus or other equity compensation, deferred compensation, pension, severance, retention, change of control, bonus, vacation, travel, incentive and health, disability and welfare plans, policies, programs or arrangements.

“Employment Agreement” shall have the meaning set forth in the recitals.

“Environmental Laws” means all Governmental Orders and Laws relating to environmental protection, pollution, and/or the identification, transportation, handling, discharge, emission, treatment, storage, or disposal of any Hazardous Materials. Without limiting the generality of the foregoing, Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act, (“CERCLA”), 42 U.S.C. § 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601

et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; ISRA, N.J.S.A. 13:1k-6 et seq.; the New Jersey Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq.; the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq.; the New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq.; the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq.; the New Jersey Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq.; the New Jersey Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et seq.; and the New Jersey Brownfield and Contaminated Site Remediation Act, N.J.S.A. 58:10B-1.1 et seq., each as amended, together with the regulations promulgated and guidance issued thereunder.

“Environmental Liabilities” means a Liability arising under Environmental Law.

“Environmental Permits” shall have the meaning set forth in Section 3.23(a).

“Equity Consideration” shall have the meaning set forth in Section 1.8(a).

“Equity Consideration Reduction” shall have the meaning set forth in Section 9.9(a).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that is or could be or at any relevant time was or could have been treated as a single employer with any Seller under Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Assets” shall have the meaning set forth in Section 1.3.

“Excluded Claim” or “Excluded Claims” shall have the meaning set forth in Section 9.4(c).

“Excluded Contracts” means all Contracts of Sellers and their Affiliates, including the Contracts set forth in Schedule 1.1(b), but excluding any Assumed Contracts.

“Excluded Taxes” shall have the meaning set forth in Section 1.5(f).

“Existing Indebtedness” means all Indebtedness of Sellers affecting, or otherwise secured by, the Purchased Products and Related Assets, including the Indebtedness set forth in Schedule 1.1(c).

“Extension Date” shall have the meaning set forth in Section 7.19(b).

“family member” or “familial relationship” means, with respect to a natural person, his or her spouse, child (natural or adopted), or any other direct lineal descendant of such natural person (or his or her spouse).

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“FDA” means the U.S. Food and Drug Administration or a successor thereto.

“FDCA” means the Federal Food, Drug and Cosmetic Act of 1938, as amended.

“Final Determination” shall have the meaning set forth in Section 9.6(b).

“Financial Statements” shall have the meaning set forth in Section 3.16.

“Financing” shall have the meaning set forth in Section 6.10(a).

“Financing Failure” means a refusal or other failure on the part of any Financing Source, or on the part of any other Person obligated or expected at any time to provide a portion of the Financing, to provide all or a portion of such Financing, as a result of, or in connection with, (a) the occurrence of a “Target Material Adverse Effect” (as defined in the Commitment Letter), (b) any event, state of facts, occurrence, non-occurrence, circumstance, development or change, individually or in combination with any other event, state of facts, occurrence, non-occurrence, circumstance, development or change, relating to one or more of the Sellers, Members or their respective Affiliates that is material and adverse to any of them, or any action, inaction or omission by or relating to one or more of Sellers, Members or their respective Affiliates that is material and adverse to any of them, (c) the occurrence of a Force Majeure Event, (d) the failure of the Sellers to timely provide their financial information required by paragraph 6 of Exhibit C of the Commitment Letter, (e) the failure of the condition (for the avoidance of doubt, subject to the Limited Conditionality Provision as defined in the Commitment Letter) set forth in paragraph 8 of Exhibit C to the Commitment Letter, or (f) Sellers’, Members’ or their respective Affiliates’ failure to timely provide the documentation and other information required by paragraph 12 of Exhibit C to the Commitment Letter.

“Financing Source” means each Person (including each agent and arranger) (other than Purchasers or any of their Affiliates) that has committed to provide or otherwise entered into agreements in connection with the Financing in connection with the transactions contemplated hereby, including the Commitment Letter and the fee letters contemplated therein and all engagement letters, underwriting or agency agreements, purchase agreements, credit agreements, loan agreements or indentures relating thereto, together with each Affiliate thereof and each Representative of each such Person or Affiliate and their respective successors and assigns.

“First Issuance Date” shall have the meaning set forth in Section 1.8(b).

“First Month End Date” shall have the meaning set forth in Section 1.14(a).

“Force Majeure Event” means any of the following events: (a) any material and adverse change in the U.S. economy or securities or financial markets or change in general

political or economic conditions that results in a disruption (other than a short term disruption) in the U.S. capital markets; (b) the commencement, occurrence, continuation or intensification or reduction or cessation of any war (whether or not declared), sabotage, armed hostilities or acts or threats of terrorism; (c) earthquakes, hurricanes or other natural disasters, epidemics or other outbreaks of disease; (d) action by any Governmental Authority that either temporarily or permanently delays, impedes, impairs, prohibits or makes impracticable the consummation of the Financing; or (e) any regional, U.S., foreign, or global emergency; and such event materially delays, impedes, impairs, prohibits or makes impracticable the consummation of the Financing.

“Foreign International Trade Law” means foreign Laws: (a) to the extent governing the import or export of commodities, software or technology into any country or from any country in which the Business is conducted and the payment of required duties and tariffs in connection with same; and (b) to the extent that compliance with such Laws is permissible under U.S. Laws.

“Form C-9600” shall have the meaning set forth in Section 7.7(b).

“GAAP” means United States generally accepted accounting principles consistently applied.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and by-laws, the “Governing Documents” of a limited partnership are its certificate of limited partnership and limited partnership agreement and the “Governing Documents” of a limited liability company are its certificate of formation and operating agreement or the equivalents of the foregoing if titled differently in a given jurisdiction. Governing Documents also shall include all Contracts between one or more owners of a Person (other than an individual) which relate to their ownership interest, including any of their governance, voting, transfer, registration, pre-emptive, economic and other similar rights, including stockholders agreements, buy-sell agreements, investor rights agreements, co-sale agreements, registration rights agreements, voting and proxy agreements and published governance polices adopted by such Persons’ governing body pursuant to applicable Law.

“Government Official” means any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, and includes any official or employee of any directly or indirectly government owned or controlled entity, and any officer or employee of a public international organization, as well as any Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.

“Governmental Antitrust Entity” means any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Law.

“Governmental Authority” means any supranational, national, federal, state, local, commonwealth, province, territory, county or municipal, or judicial, legislative, executive or regulatory, authority, or any court, administrative body or other governmental or quasi-

governmental entity of any nature including any multinational organization or body, or any instrumentality or subdivision thereof, or any public, private or quasi-public self-regulatory organization, national securities exchange, investigative body, arbitral body, or trade organization or association.

“Governmental Authorizations” means all licenses, permits, certificates, franchises, consents, orders, clearances, registrations and other authorizations and approvals granted or otherwise made available by or under the applicable Laws of any Governmental Authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, restriction or award enacted, issued, promulgated, enforced or entered by or with any Governmental Authority.

“Hazardous Materials” means any substance, material, waste, pollutant, contaminant, gas, or particulate matter which: (a) is regulated by any Governmental Authority under any Environmental Law; (b) the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, is prohibited, controlled or regulated by any Environmental Law; (c) requires investigation or remediation under any Environmental Law; or (d) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous. Such term includes any material or substance which is: (i) defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “hazardous chemical,” “hazardous air pollutant,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic pollutant,” “byproduct,” or “source material,” or any like or similar term under any applicable Environmental Law; (ii) oil and petroleum products, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable for fuel; (iii) asbestos or asbestos-containing material; (iv) polychlorinated biphenyls; or (v) radioactive material.

“Health Care Laws” means all applicable health care Laws and Governmental Orders, including the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), the federal False Claims Act, 31 U.S.C. §§ 3729 et seq., the federal Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7b(a), the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d et seq., as amended by the Health Information Technology for Economic and Clinical Health Act, 42 U.S.C. §§ 17921 et seq., the exclusion Laws, 42 U.S.C. § 1320a-7, the FDCA and related FDA regulations, the Public Health Service Act, the Controlled Substances Act, Medicare, Title XVIII of the Social Security Act, and Medicaid, Title XIX of the Social Security Act.

“Hire Date” shall have the meaning set forth in Section 7.9(a).

“Hired Employees” shall have the meaning set forth in Section 7.9(a).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IND” means an Investigational New Drug Application pursuant to 21 C.F.R. Part 312.

“Indebtedness” means, with respect to each Seller and without duplication, the outstanding principal amount of, accrued and unpaid interest on and other payment obligations (including any prepayment premiums or penalties, and fees and expenses related to discharge and pay-off, payable as a result of the consummation of the transactions contemplated by this Agreement) arising under any obligations of either Seller consisting of: (a) all indebtedness for borrowed money (including the current portion thereof), together with all prepayment premiums, penalties and accrued interest thereon and other costs, fees and expenses payable in connection therewith; (b) all Liabilities under any reimbursement obligation relating to a bankers’ acceptance, note purchase facility or letter of credit; (c) all Liabilities evidenced by a bond, note, debenture or other debt security (including a purchase money obligation); (d) Liabilities for the deferred purchase price of property, goods or services in respect of which either Seller is liable (including any earn-out, seller note or other deferred purchase price, or royalty or licensing arrangement, however structured, but excluding trade payables incurred in the Ordinary Course of Business); (e) all Liabilities for accrued but unpaid distributions or other monetary obligations in respect of its limited liability company interests; (f) all indebtedness under derivatives, swap or exchange agreements, together with all prepayment premiums, penalties and accrued interest thereon, and in each such case all breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect to any of the foregoing; (g) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by either Seller (whether or not the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (h) all indebtedness of any Person (whether or not a Seller) secured by any Lien on any property or assets of either Seller (even if a Seller has not assumed or become liable for the payment of such indebtedness); (i) all obligations under leases that have been or must be, in accordance with GAAP, recorded as capital leases in respect of which Seller is liable as lessee; (j) all Liabilities under securitization or receivables factoring arrangements or transactions; and (k) all Liabilities of any third party of the types described above that are guaranteed, directly or indirectly, by a Seller. Notwithstanding the foregoing, “Indebtedness” shall not include any amounts taken into account in calculating Transaction Expenses, Accrued Expenses or Trade Payables.

“Indemnified Party” shall have the meaning set forth in Section 9.5(a).

“Indemnifying Party” shall have the meaning set forth in Section 9.5(a).

“Indemnity Threshold” shall have the meaning set forth in Section 9.4(a)(i).

“Indirect Entity Members” shall have the meaning set forth in the preamble.

“Indirect Individual Members” shall have the meaning set forth in the preamble.

“Indirect Members” shall have the meaning set forth in the preamble.

“Initial Board Date” means the earlier of (i) the Parent Board meeting scheduled for February 2, 2017 (or any adjournment thereof) and (ii) March 1, 2017.

“Insurance Policies” shall have the meaning set forth in Section 3.26.

“Intellectual Property” means all rights anywhere in the world in or to: (a) Copyright Rights, (b) Patent Rights, (c) Trademark Rights, (d) Trade Secret Rights and (e) all other intellectual property rights.

“Intellectual Property Licenses” means the Contracts set forth in Schedule 1.1(e).

“Interest Payment Date” shall have the meaning set forth in Section 1.15.

“Interest Rate” means five percent (5%) per annum; provided, that upon the occurrence and during the continuance of any Deferred Payment Default, “Interest Rate” means the Default Rate.

“International Trade Law” means the sanctions and export control Laws and regulations, including the Export Administration Regulations, the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the U.S. Customs Laws, the Foreign Asset Control Regulations, U.S. sanctions Laws, and any regulations or Governmental Orders issued thereunder, including the regulations administered by the Department of the Treasury’s Office of Foreign Assets Control.

“Intracompany Payables” means all accounts, notes or loans payable recorded or required by GAAP to be recorded on the books of any Seller or any Affiliate of any Seller for goods or services purchased by or provided to the Business, or advances (cash or otherwise) or any other extensions of credit to the Business from a Seller, a Member or any Affiliate thereof, including amounts recorded on the Financial Statements as “due to affiliates”, whether current or non-current.

“Intracompany Receivables” means all accounts, notes or loans receivable recorded or required by GAAP to be recorded on the books of Sellers or any of their respective Affiliates for goods or services sold or provided by the Business to either Seller, any Member or any of their respective Affiliates or advances (cash or otherwise) or any other extensions of credit made by the Business to either Seller, any Member or any of their respective Affiliates, including amounts recorded on the Financial Statements as “due from affiliates”, whether current or non-current.

“Inventory” means (a) all raw materials, active pharmaceutical ingredients, excipients, intermediaries, reagents, supplies, packaging, labels, inventoriable supplies, work in progress and finished goods owned by Sellers, any Member or any of their respective Affiliates, (b) finished goods of the Business, whether imported, procured from contract manufacturers, or otherwise, that are located at or in transit to or from third-party distribution sites, in each case, as of the Closing Date, and (c) any and all rights of either Seller, any Member or any of their respective Affiliates to the warranties received from its suppliers with respect to such inventory and related Proceedings, credits, and rights of recovery and set-off with respect thereto.

“Inventory Acknowledgment” shall have the meaning set forth in Section 1.9.

“Inventory Count” shall have the meaning set forth in Section 1.9.

“ISRA” means the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1k-6 et seq.

“Issuance Date” shall have the meaning set forth in Section 1.8(b).

“Joint Development Definitive Agreements” shall have the meaning set forth in the recitals.

“Knowledge of Members” means the actual knowledge of any of the individuals listed on Schedule 1.1(f), together with the knowledge that such individuals would have had after reasonable inquiry within the scope of their respective employment or capacity.

“Knowledge of Parent” means the actual knowledge of any of the individuals listed on Schedule 1.1(g), together with the knowledge that such individuals would have had after reasonable inquiry within the scope of their respective employment or capacity.

“Knowledge of Purchaser” means the actual knowledge of any of the individuals listed on Schedule 1.1(g), together with the knowledge that such individuals would have had after reasonable inquiry within the scope of their respective employment or capacity.

“Knowledge of Sellers” means the actual knowledge of any of the individuals listed on Schedule 1.1(f), together with the knowledge that such individuals would have had after reasonable inquiry within the scope of their respective employment or capacity.

“Labeling” (and the correlative terms “Label” and “Labeled”) shall have the meaning ascribed to such term in Section 201(m) of the FDCA (21 U.S.C. § 321(m)) relating to the subject matter thereof, including, with respect to each Product, such Product’s label, the packaging and package inserts accompanying such Product, and any other written, printed, or graphic materials accompanying such Product, including patient instructions or patient indication guides.

“Launch Date” shall have the meaning set forth in Section 1.14(a).

“Laws” means any federal, state, foreign, provincial or local law, common law, statute, ordinance, rule (including listing and Marketplace rules), regulation, code, Governmental Order or other requirements of similar effect of any Governmental Authority.

“Leased Real Property” means Real Property in which a Seller holds an interest as a landlord, tenant, or direct or indirect subtenant.

“Liabilities” means any and all debts, liabilities, commitments and obligations of any kind, whether accrued or unaccrued, fixed, asserted or not asserted, known or unknown, absolute or contingent, liquidated or unliquidated, matured or unmatured, determined, determinable or otherwise, whenever or however arising (including those arising under any Law, those arising under any Contract, instrument, permit, franchise or undertaking and those arising as a result of any action or omission).

“Licensed Intellectual Property” shall have the meaning set forth in Section 3.12(b).

“Liens” means any lien, pledge, security interest, hypothecation, option, mortgage, license, lease, easement, covenant, deed of trust, right of first refusal, conditional sale agreement, title retention agreement, transfer restriction, defect of (or restriction on) title or other claim, charge or encumbrance of any nature whatsoever, including any restriction on the use, voting, receipt of income or other exercise of any attributes of ownership, whether presently in effect or springing into effect upon an event.

“Litigation and Compliance Representations” means the representations and warranties contained in Section 3.7, as they relate to Item 2 on Section 3.7(a) of the Disclosure Schedule and Section 3.7(c) of the Disclosure Schedule and the representations and warranties contained in Section 3.8, as they relate to Item 1 on Section 3.8(a) of the Disclosure Schedule.

“Limitation Amount” means an amount equal to $25,000,000 minus the aggregate sum, if any, of all Deferred Payment Amount Reductions.

“Loss” or “Losses” means all claims, losses, Liabilities, damages, actions, causes of action, awards, Proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs and expenses, including reasonable attorneys’ fees and disbursements; provided, that in no event will Losses include any indirect, incidental, consequential, punitive, remote, special, multiples of earnings or exemplary damages, opportunity costs, damages for, measured by or based on lost profits, loss of revenue, diminution in value, or loss of income, or other similar measures or for any loss of business reputation or opportunity that arises out of or relates to this Agreement, except in connection with any Third-Party Claim.

“Marketing Period” means commencing from the date that is fourteen (14) Business Days after Sellers have provided Purchasers written notice that Sellers have delivered all of the information required by the definition of the term Required Information (determined as of such fourteenth (14^th) Business Day), the period of at least twenty (20) consecutive Business Days, plus, upon the occurrence of the Structure Flex Date (as defined in the Redacted Fee Letters delivered on the date hereof),  an additional period of twenty-five (25) consecutive Business Days beginning immediately after the end of such twenty (20) consecutive Business Day period, after completion of the Confidential Information Memorandum (as defined in the Commitment Letter) in form and substance reasonably satisfactory to the Lead Arrangers (as defined in the Commitment Letter) to be used in connection with the syndication of the Term Loan Facility (as defined in the Commitment Letter) to syndicate the Term Loan Facility; provided that such period shall not include any date from November 21, 2016 through and including November 27, 2016, and December 19, 2016 through and including January 1, 2017; provided further that if such period has not ended on or prior to December 19, 2016, such period shall continue on and after January 2, 2017 for the greater of (a) the remaining Business Days in the Marketing Period and (b) ten (10) consecutive Business Days; provided further that if at any time after receipt of the aforesaid written notice from Sellers, Purchasers in good faith reasonably believe that Sellers have not delivered all of the information required by the definition of the term Required Information, then within two (2) Business after receipt of such

written notice from Sellers, Purchasers shall deliver a written notice to Sellers to that effect (stating with specificity which information is required pursuant to the definition of the term Required Information) and the Marketing Period shall not commence until the specified information has been so delivered.

“Material Adverse Effect” means, with respect to Sellers, Members or the Business, any event, state of facts, occurrence, non-occurrence, circumstance, development or change, individually or in combination with any other event, state of facts, occurrence, non-occurrence, circumstance, development or change, that (a) has had or would reasonably be expected to have a materially adverse effect on the business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of the Business or, as applicable, Members or Sellers, taken as a whole, (b) prevents, materially delays or materially impairs, or would reasonably be expected to prevent, materially delay or materially impair, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, or (c) arises from, is in connection with or relates in any way to a Specified Event, other than, with respect to clauses (a) and (b), events, states of fact, occurrences, non-occurrences, circumstances, developments or changes to the extent resulting from any of the following: (i) any change or effect that is generally applicable in the economy of any country in which the Business has substantial operations; (ii) any change in political or economic conditions or capital or financial markets generally, including interest or exchange rates; (iii) after the date hereof, any change in GAAP or applicable Law, or the enforcement or interpretation thereof; (iv) any condition, including political condition or development, change or effect that arises out of or is attributable to the commencement, occurrence, continuation, escalation, worsening, intensification or reduction or cessation of any war (whether or not declared), sabotage, hostilities, act of terrorism, or military or police action; (v) the announcement or the pendency or anticipated consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, including any such change relating to the identity of, or facts and circumstances relating to, Parent or Purchasers; (vi) any change or effect that arises out of or is attributable to an earthquake, hurricane or other natural disaster, epidemic or other outbreak of disease; (vii) any change or effect that relates to any failure by a Seller to meet internal projections or forecasts for any period (including with respect to the Business); (viii) any action taken or not taken by a Seller or Member at Parent’s or Purchasers’ written direction (with the written consent of the Financing Sources) or the failure of a Seller or Member to take any action that is specifically prohibited by the terms of this Agreement to the extent Parent (with the written consent of the Financing Sources) fails to give its consent thereto after a written request therefor pursuant to Section 7.2; provided, however, that any event, state of facts, occurrence, non-occurrence, circumstance, development or change set forth in the foregoing clauses (i), (ii), (iii), (iv) and (vi) shall be taken into account in determining whether a “Material Adverse Effect” has occurred, or would reasonably be expected to occur, if such event, state of facts, occurrence, non-occurrence, circumstance, development or change, individually or in the aggregate, has a disproportionate effect on the business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of the Business or Members or Sellers, as applicable, taken as a whole, relative to other Persons engaged in the same industries in which the Business operates.

“Material Contracts” shall have the meaning set forth in Section 3.15(a).

“Material Customer” shall have the meaning set forth in Section 3.24.

“Material Supplier” shall have the meaning set forth in Section 3.24.

“Member I” shall have the meaning set forth in the preamble.

“Member II” shall have the meaning set forth in the preamble.

“Member III” shall have the meaning set forth in the preamble.

“Members” shall have the meaning set forth in the preamble.

“Members’ Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization; Good Standing and Qualification), Section 4.2 (Authority; Binding Effect), Section 4.5 (Litigation) and Section 4.6 (Brokers).

“Names” means any company names and assumed names of Sellers or, solely if Related to the Business, any of their Affiliates, and any related logos.

“NDA” means any new drug application filed pursuant to the requirements of the FDA, as more fully defined in 21 C.F.R. Part 314 et seq., and any foreign equivalent application filed with any Governmental Authority.

“NDC Number” means the unique identifying number assigned to a drug product, including the labeler code, product code and package code, in connection with the drug listing requirements of Section 510(j) of the FDCA and applicable FDA rules and regulations.

“Negative Determination” shall have the meaning set forth in Section 1.14(h).

“Negotiation Period” has the meaning set forth in Section 7.19(b).

“Net Sales” means, with respect to a given period of measurement described in clauses (x) and (y) in Section 1.14(a), as determined in accordance with GAAP: (a) the net royalties or commissions earned by Parent and Purchasers (taken together) from the sale of the Earn-Out Products during such period; plus (b) the amount sold or invoiced by Parent or its Affiliates (including Purchaser) to any third party (whether an end-user, a distributor or otherwise) for an Earn-Out Product sale during such period; minus (c) customary deductions and accruals with respect to such Earn-Out Product sold during such period (without duplication), including (i) customary trade, Cash and Cash Equivalents and quantity discounts, allowances and credits, (ii) credits or allowances actually granted for damaged goods or returns, (iii) all charge-back payments, discounts and rebates mandated or otherwise granted to managed health care organizations or to federal, state and local governments, their agencies and purchasers and reimbursers or to trade customers, including wholesalers, chain, and pharmacy buying groups, (iv) commissions paid to third parties and sales agents, and (v) failure to supply payments made to, and similar charges by, a customer for failure to fully deliver field service fees and expenses, field service fees, data service fees, stocking allowances, promotion and tradeshow fees and distribution fees.

“New Supply Agreement” shall have the meaning set forth in the recitals.

“Nontransferred Assets” shall have the meaning set forth in Section 1.2.

“Notice Period” shall have the meaning set forth in Section 9.5(a).

“Objection Notice” shall have the meaning set forth in Section 1.13(b)(ii).

“Offering Documentation” shall have the meaning set forth in Section 7.10(d).

“Offset Date” means the first (1^st) anniversary of the Closing Date.

“One Year Anniversary Date” shall have the meaning set forth in Section 1.14(a).

“Ordinary Course of Business” means the ordinary course of business of Sellers, consistent with their past custom and practice (including with respect to quantity and frequency).

“Outside Date” shall have the meaning set forth in Section 10.1(b).

“Owned Real Property” means Real Property that is not Leased Real Property and in which a Seller or Citgen holds an interest, including the parcel of land owned by Citgen located at 650 Randolph Road, Township of Franklin, County of Somerset, State of New Jersey, and designated as Block 517.01, Lot 2.01 on the tax maps for the Township of Franklin and all buildings, fixtures, structures and improvements thereon

“Parent” shall have the meaning set forth in the preamble.

“Parent Board” shall have the meaning set forth in Section 1.8(b).

“Parent Change of Control Event” means (a) any Person (other than Parent’s Affiliates and Sellers, Members or their Affiliates as of the date hereof) shall become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the voting equity securities of Parent on a fully-diluted basis; or (b) any merger or consolidation to which Parent is a party in which Parent is not the continuing or surviving corporation or pursuant to which Parent’s Common Stock would be converted into cash, securities, and/or other property, other than a merger of Parent in which holders of Parent’s Common Stock immediately prior to the merger have either the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before or have a majority of the combined voting power of the surviving corporation.

“Parent Change Request” shall have the meaning set forth in Section 1.8(d).

“Parent Shares” means 5,121,951 shares of Parent’s Common Stock, subject to appropriate adjustment in the event that any stock dividend, stock split, combination or other similar recapitalization with respect to Parent’s Common Stock is effected prior to the applicable Issuance Date.

“Parent’s Fundamental Representations” means the representations and warranties set forth in Section 6.1 (Organization; Good Standing and Qualification), Section 6.2 (Authority; Binding Effect), Section 6.8 (Parent Shares) and Section 6.9 (Brokers).

“Partner Profit Split” means the amount payable to contracted partners for particular Earn-Out Products, calculated in accordance with the Contracts specified on Schedule 1.1(h).

“Party” means, as applicable, Purchasers, Parent, each Seller, each Member and Agent.

“Patent Rights” means all rights, anywhere in the world, in or to patents and patent applications, together with any extensions, supplemental protection certificates, reexaminations, reissues, renewals, divisions and continuations and foreign counterparts claiming priority to any of the foregoing.

“Payout Spreadsheet” shall have the meaning set forth in Section 7.21.

“Pending Claim” shall have the meaning set forth in Section 1.15.

“Permitted Encumbrances” means: (a) Liens for Taxes not yet due or payable or that are being contested in good faith by appropriate Proceedings and, in each case, for which appropriate reserves under GAAP have been established in the Financial Statements; and (b) mechanics’, materialmens’, carriers’, workmens’, warehousemens’, repairmens’, landlords’ or other like Liens and security obligations that are incurred in the Ordinary Course of Business and are not delinquent, and any statutory Liens arising by operation of Law with respect to a Liability incurred in the Ordinary Course of Business and that is not delinquent, in each case, that do not, and would not reasonably be expected to, individually or in the aggregate, materially adversely affect the value, or the continued use, of the Purchased Products and Related Assets in the same or similar manner as currently, and as of the Closing Date, being used by, or materially impairs the operations of, Sellers.

“Person” means an individual, a limited liability company, a joint venture, a corporation, a partnership, an association, a trust, a division or operating group of any of the foregoing or any other entity or organization.

“Personal Data” shall have the meaning set forth in Section 3.12(k).

“Post-Closing Tax Period” means any Tax period (or portion thereof) beginning after the Closing Date.

“Pre-Closing Tax Period” means any Tax period (or portion thereof) ending on or before the Closing Date.

“Prepaid Assets” means expenses of Sellers which are paid in advance.

“Pricing Allowances” shall have the meaning ascribed to such term in note four (4) to the Audited Financial Statements of Seller I for the fiscal year ended December 31, 2015.

“Prior Supply Agreement” shall have the meaning set forth in Section 1.5(s).

“Proceeding” means any claim, demand, suit, action, cause of action, lawsuit, arbitration, hearing, investigation, enforcement action, audit, inquiry, examination or proceeding (whether in contract, in tort, at law, or otherwise), including being named in a subpoena in any of the foregoing.

“Product Cost” means the purchase or transfer price for a particular Earn-Out Product plus, if not already included in such purchase or transfer price, in-bound freight, customs, duties, freight insurance, distribution fees and third party logistics costs, each calculated in accordance with GAAP.

“Product Registrations” means all Governmental Authorizations (including ANDAs, NDAs and INDs) and comparable regulatory filings granted to Sellers or any of their Affiliates by, or applications therefor pending with, any Governmental Authority (including applications that are in the process of being prepared by Sellers or any of their Affiliates) required to manufacture, commercialize, develop, package, Label, store, use, market, import, export, distribute and/or sell any of the Products.

“Products” means the products listed on Schedule 1.1(i).

“Promotional Materials” means, collectively, all marketing materials, marketing research data, customer and sales information, product literature, promotional materials and data, advertising and display materials (including all underlying designs, samples, charts, diagrams, photos and electronic files related to the foregoing) and all training materials, in each case, in whatever form or medium (e.g., audio, visual, digital or print), to the extent Related to the Business and that are in Sellers’ or any of their Affiliates’ physical possession or under its or their control or that are located at or in transit to or from third-party distribution sites, in each case, as of the Closing Date.

“Property Taxes” shall have the meaning set forth in Section 12.6(b).

“Pro Rata Share” means the percentage set forth opposite each Seller’s name on Schedule 1.1(j) hereto.

“Purchase Price” shall have the meaning set forth in Section 1.6.

“Purchase Price Cap” shall have the meaning set forth in Section 9.4(b)(i).

“Purchased Products and Related Assets” shall have the meaning set forth in Section 1.1.

“Purchased Intellectual Property” means all Registered Intellectual Property and any other Intellectual Property owned by any Seller and solely Related to the Business, including the Intellectual Property set forth in Section 3.12(a) of the Disclosure Schedule.

“Purchaser Benefit Plans” shall have the meaning set forth in Section 7.9(d).

“Purchaser I” shall have the meaning set forth in the preamble.

“Purchaser II” shall have the meaning set forth in the preamble.

“Purchaser Indemnified Parties” shall have the meaning set forth in Section 9.1(a).

“Purchaser Welfare Plans” shall have the meaning set forth in Section 7.9(e).

“Purchasers” shall have the meaning set forth in the preamble.

“Purchasers’ Fundamental Representations” means the representations and warranties set forth in Section 5.1 (Organization; Good Standing and Qualification), the Litigation and Compliance Representations, Section 5.2 (Authority; Binding Effect) and Section 5.6 (Brokers).

“Real Estate Lease Agreement” shall have the meaning set forth in the recitals.

“Real Property” means all property considered real property under the laws of the State of New Jersey and the State of Illinois, including estates in land, leasehold interests, easements and licenses to utilize any of the foregoing.

“Real Property Lease” means a lease, sublease, or other instrument creating an interest in Leased Real Property (other than the Real Estate Lease Agreement).

“Rebates and Chargebacks Allowance” shall have the meaning ascribed to such term in the Administration Services Agreement.

“Redacted Fee Letters” means the fee letters from the Financing Sources related to the Commitment Letter in which the only redactions relate to fees, hold levels, or “market flex” provisions and other economic provisions that are customarily redacted in connection with acquisition agreements of this type; provided, that such redactions do not relate to any terms that would adversely affect the conditionality, enforceability, availability, termination or aggregate net principal amount of the Financing or other funding being made available by Financing Sources, except (in the case of aggregate net principal amount) to the extent a reduction from such Financing Source would be offset by an increase in the Financing or other funding being made available by such Financing Source or another Financing Source, in each case, pursuant to the terms of the Commitment Letter.

“Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Registered Intellectual Property” means all Intellectual Property of Sellers that is Registered, including the Registered Intellectual Property listed in Section 3.12(a)(i) of the Disclosure Schedule.

“Registration Information” means any and all original Product Registrations, together with copies of related correspondence between any of the manufacturers or marketers of the Products and the applicable Governmental Authority, current approved packaging relating to any of the Products and any other existing files and dossiers relating to any of the Products,

including the underlying data or information used to support, maintain or obtain marketing authorization with respect to any of the Products.

“Regulatory Documentation” means, to the extent Related to the Business, (a) all regulatory filings and supporting documents, chemistry, manufacturing and controls data and documentation, preclinical and clinical studies and tests, (b) any ANDA, any NDA and all regulatory files and foreign equivalents related thereto, (c) all records maintained under record keeping or reporting Laws of the FDA or any other Governmental Authority, including all IND applications, IND annual and safety reports, drug master files, FDA warning letters, FDA notices of adverse finding letters, FDA audit reports (including any responses to such reports), any correspondence with the Office of Prescription Drug Promotion, periodic safety update reports, complaint files, and annual product quality reviews, (d) the complete complaint, adverse event and medical inquiry filings with respect to the Products as required by applicable Laws and Related to the Business, including the Product Registrations, and (e) all equivalent, comparable or analogous documentation with respect to any other country outside the United States.

“Related Party” means: (a) Sellers and Members; (b) any Affiliate of a Seller or a Member; (c) any director, officer, manager or employee of a Seller or a Member or of any Affiliate of a Seller or a Member; (d) any family member of any of the foregoing who is a natural person; (e) trusts for family members of any of the foregoing; or (f) any Person (other than an individual) in which all or a majority of the owners are the Persons described in clause (a) through and including (e).

“Related to the Business” means, directly or indirectly, related to, owned or used in connection with or intended to be used in connection with, the Business as conducted by Sellers at any time prior to the Closing, but excluding anything related to the Branded Products Business or the Veterinary Products Business.

“Representatives” means, with respect to any Person, the directors, officers, managers, employees, attorneys, accountants, representatives, financial advisors, lenders, agents and consultants of such Person.

“Required Information” means all financial and other pertinent information regarding the Business, Sellers and Members as is required to allow Parent and/or Purchasers to satisfy the conditions set forth in paragraph 6 clauses (b) and (d) of Exhibit C to the Commitment Letter.

“Required Third Party Consents” means the consents and approvals set forth in Section 8.2(c) of the Schedules to the Purchase Agreement.

“Reserves Provision” shall have the meaning ascribed to such term in the Administration Services Agreement.

“Restrictive Covenants Agreement” shall have the meaning set forth in the recitals.

“Retained Liabilities” shall have the meaning set forth in Section 1.5.

“Retained Products” means the products set forth in Schedule 1.1(k).

“Returns” shall have the meaning ascribed to such term in the Administration Services Agreement.

“Reviewed Financial Statements” shall have the meaning set forth in Section 3.16.

“Rising” shall have the meaning set forth in the recitals.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” means all forms, reports, statements, schedules, exhibits and other documents filed by Parent with the SEC.

“Second Issuance Date” shall have the meaning set forth in Section 1.8(b).

“Second Month End Date” shall have the meaning set forth in Section 1.14(a).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller” and “Sellers” shall have the meaning set forth in the preamble.

“Seller Employee Benefit Plans” shall have the meaning set forth in Section 3.20(a).

“Seller I” shall have the meaning set forth in the preamble.

“Seller II” shall have the meaning set forth in the preamble.

“Seller Indemnified Parties” shall have the meaning set forth in Section 9.2(a).

“Seller-Labeled Products” shall have the meaning set forth in Section 7.15(a).

“Sellers’ Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Organization; Good Standing and Qualification), Section 3.2 (Authority; Binding Effect), Section 3.3 (Capitalization), the first sentence of Section 3.13 (Purchased Products and Related Assets), and Section 3.31 (Brokers).

“Signing Agreements” means the Real Estate Lease Agreement, the Administration Services Agreement, the Joint Development Definitive Agreements, the Employment Agreement, the Restrictive Covenants Agreement, the Voting Agreement, the Stockholders’ Rights Agreement, the Transition Services Agreement and the New Supply Agreement.

“Specified Event” means any event, act omission or development, either alone or as part of a related or unrelated series, which serves as a basis (or, if Closing has not then occurred, would serve as a basis, had the occurrence thereof been after Closing, ceteris paribus) for a termination of Vimal Kavuru’s employment for “Cause” (as defined in the Employment

Agreement) by Rising under Section 7.1(e) of the Employment Agreement, as determined by the Parent Board in its reasonable discretion.

“Statutory Representations” shall have the meaning set forth in Section 9.3(a).

“Stock Consideration” shall have the meaning set forth in Section 1.8(a).

“Stockholders’ Rights Agreement” shall have the meaning set forth in the recitals.

“Subordination Agreement” shall have the meaning set forth in Section 7.29.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“Supplier” shall have the meaning set forth in the recitals.

“Supplier Bankruptcy or Insolvency Event” means (a) the Supplier commences any Proceeding under any existing or future U.S. debtor relief law or any foreign equivalent thereof, seeking (i) to have an order for relief entered with respect to it, (ii) to adjudicate it as bankrupt or insolvent, (iii) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (iv) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, (b) the Supplier makes a general assignment for the benefit of its creditors or any foreign equivalent thereof, (c) there is commenced against the Supplier in a court of competent jurisdiction any Proceeding of a nature referred to in clause (a)(i) above which (x) results in the entry of an order for relief or any such adjudication or appointment, or (y) remains undismissed, undischarged, unstayed or unbonded for thirty (30) days, (d) there is commenced against the Supplier any Proceeding seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof, (e) the Supplier is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due, or (f) the Supplier takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (c), (d) or (e) above.

“Supplier Change of Control” means any of the following: (a) any Person shall become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or

indirectly, of thirty percent (30%) or more of the voting equity securities of the Supplier on a fully-diluted basis (other than any beneficial owner of thirty percent (30%) or more of the voting equity securities of the Supplier on a fully-diluted basis as of the date hereof); (b) any merger, share exchange, business combination, scheme of arrangement, amalgamation, reorganization, recapitalization, investment, joint venture or consolidation or similar transaction if, immediately thereafter, any Person shall become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of thirty percent (30%) or more of the voting equity securities of the Supplier on a fully-diluted basis; (c) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of thirty percent (30%) or more of the voting equity securities of the Supplier on a fully-diluted basis; (d) any liquidation, dissolution or winding-up, or the foreign equivalent thereof, of the Supplier; (e) any sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Supplier; (f) the individuals who constituted the board of directors or other similar governing body of the Supplier cease, for any reason or no reason, to constitute at least a majority of the board of directors or other similar governing body of the Supplier; or (g) the public announcement of, or the public announcement of an intention to effect, any of the foregoing by the Supplier or any other Person.

“Supplier Event” means any of the following: (a) the material breach by the Supplier of the New Supply Agreement or the Prior Supply Agreement, or the failure of the Prior Supply Agreement or the New Supply Agreement to remain in full force and effect; (b) the Supplier becomes unable, or advises any of Sellers, Members, Purchasers or Parent that it is unwilling or unable, or anticipates that it will become unwilling or unable, to supply the Products to Purchasers as required by the terms and provisions of the New Supply Agreement, the Prior Supply Agreement or pursuant to any other Assumed Contract between either Seller and the Supplier, in each case, whether as a result of the occurrence of a Force Majeure Event or for any other reason or for no reason which has, or could reasonably be expected to have, a material and adverse impact on the Business; (c) the Supplier becomes party, or otherwise subject, to any material regulatory, criminal, or product liability Proceeding, or any civil investigation, in each case, by or involving any U.S. federal, state, local or foreign Governmental Authority, in each case, that is materially adverse to the Business; (d) a Supplier Change of Control occurs; or (e) a Supplier Bankruptcy or Insolvency Event occurs.

“Target Accounts Receivable Amount” means $34,149,518.

“Target Accrued Expenses Amount” means $1,836,849.

“Target Inventory Amount” means $29,468,834.

“Target Prepaid Assets Amount” means $1,007,796.

“Target Trade Payables Amount” means $41,289,299.

“Tax” or “Taxes” means (a) all federal, state, provincial, county, municipal, local or foreign taxes, charges, fees, imposts, levies or other assessments, however denominated, including all net income, alternative minimum or add-on minimum tax, gross income, gross

receipts, capital, paid-up capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, shares, license, services, withholding, payroll, employment, social security, unemployment, worker’s compensation, healthcare, disability, excise, severance, stamp, occupation, registration, net worth, property, estimated, environmental, windfall profits, customs duties, fees, or other like assessments and charges in the nature of taxes, of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, (b) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (a), and (c) any liability in respect of any items described in clauses (a) and/or (b) payable by reason of Contract, assumption, transferee liability, operation of Law, Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise, in each case, whether or not disputed.

“Tax Escrow” shall have the meaning set forth in Section 7.7(b).

“Tax Indemnity” means the indemnification rights contained in ARTICLE IX with respect to any breach of the representations and warranties contained in Section 3.14 (Taxes) or contained in Section 3.6(b) (Absence of Material Changes) in respect of the items contemplated by Section 7.2(b)(xix).

“Tax Return” or “Tax Returns” means any return, report, declaration, election, notice, form, designation, information return, statement or other document filed or required to be filed with any Taxing Authority, in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax, including any schedule or attachment thereto, claim for refund, amended return, or declaration of estimated Tax.

“Taxing Authority” means any Governmental Authority, body or instrumentality exercising any authority to impose, regulate or administer the imposition of Taxes.

“Third-Party Claim” shall have the meaning set forth in Section 9.5(a).

“Trade Payables” means trade payables billed to a Seller by its suppliers.

“Trade Secret Rights” means all rights, anywhere in the world, in or to trade secrets, inventions, discoveries, formulae, know-how, ideas, processes, designs, data, databases, customer and other contact information, and other proprietary information, in each case, whether or not patentable or copyrightable.

“Trademark Assignment Agreement” means a trademark assignment agreement in the form and substance of Exhibit H attached hereto.

“Trademark Rights” means all rights, anywhere in the world, in or to trademarks, service marks, brand names, certification marks, collective marks, (including fictitious, assumed, and d/b/a names), Internet domain names, e-mail addresses, social media handles and accounts, social media pages and other websites, logos, symbols, trade dress, trade names, and other indicia of origin, all registrations and applications for any of the foregoing, including extensions, modifications, divisions or renewals of such registrations or applications, and including the goodwill associated with or symbolized by any of the foregoing.

“Trading Market” means the NASDAQ Global Select Market, or such other national securities exchange on which the Common Stock is, at the time of determination, listed for trading.

“Transaction Expenses” means, without duplication, (a) the collective amount payable by Sellers and Members to outside legal counsel, accountants, advisors, financial advisors, investment bankers (including J.P. Morgan Securities LLC), brokers and other third parties for all fees, commissions and similar compensation items, and out-of-pocket costs and expenses incurred by either Seller in connection with the sale of the equity of Sellers or all or substantially all of the assets of Sellers and the negotiation, documentation and consummation thereof, plus (b) any change of control payment, consent fee or other similar payment, expense or fee that accrues or becomes payable to any third party by either Seller as a result of the execution and delivery of this Agreement and/or consummation of the transactions contemplated hereby, plus (c) the employer portion of any employment Taxes due in connection with the amounts described in clause (b).

“Transfer Taxes” means any sales, use, transfer, value added, conveyance, excise, documentary transfer, real estate transfer, filing, stamp, recording, registration, duty or other similar Tax (including any notarial fee) imposed in connection with, or otherwise relating to, the transactions contemplated by this Agreement and the Real Estate Lease Agreement or the recording of any sale, transfer or assignment of property (or any interest therein) effected pursuant to this Agreement.

“Transition Services Agreement” shall have the meaning set forth in the recitals.

“Treasury Regulations” mean the regulations promulgated by the U.S. Treasury Department under the Code.

“Two Year Anniversary Date” shall have the meaning set forth in Section 1.14(a).

“Updated Inventory Count” shall have the meaning set forth in Section 1.9.

“Upward Adjustment Amount” shall have the meaning set forth in Section 1.13(c)(iii).

“Veterinary Products Business” means the veterinary products business as conducted by Seller II and its Affiliates.

“Voting Agreement” shall have the meaning set forth in the recitals.

“Waiving Party” shall have the meaning set forth in Section 12.12(a).

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

Appendix B

Amended and Restated Schedule 1.13(a)(ii)

(see attached)

Schedule 1.13(a)(ii)

Form of Closing Statement

CLOSING STATEMENT

Reference is hereby made to that certain Product Purchase Agreement (as amended, the “Purchase Agreement”), dated as of November 2, 2016, by and among Rising Health, LLC (f/k/a Romeo Charlie Acquisition I, LLC), a Delaware limited liability company, Acetris Health, LLC (f/k/a Romeo Charlie Acquisition II, LLC), a Delaware limited liability company, Cedar Pharma LLC (f/k/a Citron Pharma LLC), a New Jersey limited liability company, Aster Pharma LLC (f/k/a Lucid Pharma LLC), a New Jersey limited liability company, Citgen Pharma Holding LLC, a New Jersey limited liability company, Gensource Pharma LLC, a Delaware limited liability company, Sudha Kavuru, an individual, SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability company, Pharma Reach LLC, a New Jersey limited liability company, Vimal Kavuru, Subha Sri Thogarchedu, Aceto Corporation, a New York corporation, and Vimal Kavuru as agent for Members and Sellers. Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Purchase Agreement.

This is the form of Closing Statement referenced in Section 1.13(b) of the Purchase Agreement.

1.	Closing Accounts Receivable Amount	=	$[●]1
2.	Closing Inventory Amount	=	$[●]
3.	Closing Prepaid Assets Amount	=	$[●]
4.	Closing Trade Payables Amount	=	$[●]
5.	Closing Accrued Expenses Amount	=	$[●]

Closing Indebtedness Amount	=	$[●]
Payees:

1. Bank of America = $[●]

Closing Transaction Expense Amount	=	$[●]
Payees:

1.	Reed Smith LLP	=	$[●]
2.	J.P. Morgan Securities LLC		$[●]
3.	[●]

Supporting detail with respect to the calculations above is attached hereto as Exhibit A.

¹ The Closing Accounts Receivable Amount is net of certain allowances, including reserves associated with Chargebacks and Commercial Rebates and Returns (as such terms are defined in the Administration Services Agreement). The reserves associated with Chargebacks and Commercial Rebates total $[●]. This amount is the Rebates and Chargebacks Allowance described in the Administration Services Agreement. The reserves associated with Returns total $[●]. This amount is the Reserves Provision described in the Administration Services Agreement.

Closing Sum

The Closing Sum is calculated as follows:

Closing Accounts Receivable:	$[●]
plus
Closing Inventory Amount:	$[●]
plus
Closing Prepaid Asset Amount:	$[●]
minus
Closing Trade Payables Amount:	$[●]
minus
Closing Accrued Expenses Amount:	$[●]
Equals	= $[●]

Exhibit A

Supporting Documentation

[to be attached]

EX-10.1

Exhibit 10.1

EXECUTION VERSION

Published CUSIP Number:	00444LAA5
Revolving Credit CUSIP Number:	00444LAB3
Term Loan CUSIP Number:	00444LAC1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

December 21, 2016

among

ACETO CORPORATION

The Other Loan Parties Party Hereto

The Lenders Party Hereto

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

and

CITIBANK, N.A.,

as Documentation Agent

WELLS FARGO SECURITIES, LLC and JPMORGAN CHASE BANK, N.A.,

as Joint Bookrunners and Joint Lead Arrangers

Table of Contents

		Page
ARTICLE I	Definitions	1
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	32
SECTION 1.03.	Terms Generally	33
SECTION 1.04.	Accounting Terms; GAAP	33
SECTION 1.05.	Pro Forma Calculations	34
SECTION 1.06.	Amendment and Restatement of Existing Credit Agreement	34
SECTION 1.07.	Status of Obligations	35
ARTICLE II	The Credits	35
SECTION 2.01.	Commitments	35
SECTION 2.02.	Loans and Borrowings	35
SECTION 2.03.	Requests for Borrowings	36
SECTION 2.04.	[Intentionally Omitted]	37
SECTION 2.05.	Swingline Loans	37
SECTION 2.06.	Letters of Credit	38
SECTION 2.07.	Funding of Borrowings	42
SECTION 2.08.	Interest Elections	43
SECTION 2.09.	Termination and Reduction of Commitments	44
SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	44
SECTION 2.11.	Prepayment of Loans	46
SECTION 2.12.	Fees	47
SECTION 2.13.	Interest	48
SECTION 2.14.	Alternate Rate of Interest	48
SECTION 2.15.	Increased Costs	49
SECTION 2.16.	Break Funding Payments	50
SECTION 2.17.	Taxes	51
SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	54
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	57
SECTION 2.20.	Defaulting Lenders	57
SECTION 2.21.	Returned Payments	59
SECTION 2.22.	Banking Services and Swap Agreements	59
SECTION 2.23.	Expansion Option	59
ARTICLE III	Representations and Warranties	62
SECTION 3.01.	Organization; Powers	62
SECTION 3.02.	Authorization; Enforceable Obligations	62
SECTION 3.03.	Financial Condition; Solvency	62
SECTION 3.04.	Taxes	63
SECTION 3.05.	Title to Properties; Intellectual Property	63
SECTION 3.06.	Litigation	63
SECTION 3.07.	Labor Matters	63
SECTION 3.08.	Compliance with ERISA	64
SECTION 3.09.	Federal Reserve Regulations; Use of Proceeds	64
SECTION 3.10.	Approval	64
SECTION 3.11.	Subsidiaries	64
SECTION 3.12.	Hazardous Materials	64

-i-

Table of Contents

(continued)

		Page
SECTION 3.13.	Investment Company Act	65
SECTION 3.14.	Collateral Documents; Liens	65
SECTION 3.15.	No Default	65
SECTION 3.16.	Permits and Licenses	65
SECTION 3.17.	Material Contracts	65
SECTION 3.18.	Compliance with Law	65
SECTION 3.19.	Full Disclosure	65
SECTION 3.20.	Insurance	65
SECTION 3.21.	Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions	65
SECTION 3.22.	EEA Financial Institutions	66
ARTICLE IV	Conditions	66
SECTION 4.01.	Effective Date	66
SECTION 4.02.	Each Credit Event	69
ARTICLE V	Affirmative Covenants	69
SECTION 5.01.	Existence; Properties; Insurance	69
SECTION 5.02.	Payment of Obligations and Taxes	70
SECTION 5.03.	Financial Statements; Other Information	70
SECTION 5.04.	Books and Records; Access to Premises	71
SECTION 5.05.	Notices of Material Events	71
SECTION 5.06.	Compliance with Applicable Laws	73
SECTION 5.07.	Environmental Laws	73
SECTION 5.08.	Use of Proceeds	73
SECTION 5.09.	Guarantors; Collateral; Further Assurances	74
SECTION 5.10.	Post-Closing Matters	75
ARTICLE VI	Negative Covenants	75
SECTION 6.01.	Liens	75
SECTION 6.02.	Indebtedness	77
SECTION 6.03.	Guarantees	79
SECTION 6.04.	Sale of Assets	79
SECTION 6.05.	Sale of Receivables	80
SECTION 6.06.	Loans; Investments and Acquisitions	80
SECTION 6.07.	Nature of Business	81
SECTION 6.08.	Sale and Leaseback Transactions	81
SECTION 6.09.	Federal Reserve Regulations	81
SECTION 6.10.	Accounting Policies and Procedures	81
SECTION 6.11.	Limitations on Fundamental Changes	81
SECTION 6.12.	Financial Covenants	82
SECTION 6.13.	Subordinated Indebtedness	83
SECTION 6.14.	Restricted Payments	83
SECTION 6.15.	Transactions with Affiliates	85
SECTION 6.16.	Governmental Regulation	85
SECTION 6.17.	Hazardous Materials	85
SECTION 6.18.	Restrictive Agreements	85

-ii-

Table of Contents

(continued)

		Page
SECTION 6.19.	Amendments to Citron Purchase Agreement and Employment Agreement	86
SECTION 6.20.	Minimum Liquidity	86
ARTICLE VII	Events of Default	86
ARTICLE VIII	The Administrative Agent	89
SECTION 8.01.	Appointment	89
SECTION 8.02.	Rights as a Lender	89
SECTION 8.03.	Duties and Obligations	89
SECTION 8.04.	Reliance	90
SECTION 8.05.	Actions through Sub-Agents	90
SECTION 8.06.	Resignation	91
SECTION 8.07.	Non-Reliance	91
SECTION 8.08.	Other Agency Titles	92
SECTION 8.09.	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	92
SECTION 8.10.	Administrative Agent May File Proofs of Claim	93
SECTION 8.11.	No Other Duties, Etc.	93
ARTICLE IX	Miscellaneous	94
SECTION 9.01.	Notices	94
SECTION 9.02.	Waivers; Amendments	95
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	97
SECTION 9.04.	Successors and Assigns	99
SECTION 9.05.	Survival	104
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	105
SECTION 9.07.	Severability	105
SECTION 9.08.	Right of Setoff	105
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	106
SECTION 9.10.	WAIVER OF JURY TRIAL	106
SECTION 9.11.	Headings	106
SECTION 9.12.	Confidentiality	106
SECTION 9.13.	Several Obligations; Nonreliance; Violation of Law	107
SECTION 9.14.	USA PATRIOT Act	108
SECTION 9.15.	Disclosure	108
SECTION 9.16.	Appointment for Perfection	108
SECTION 9.17.	Interest Rate Limitation	108
SECTION 9.18.	No Advisory or Fiduciary Responsibility	108
SECTION 9.19.	Marketing Consent	109
SECTION 9.20.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	109
ARTICLE X	Loan Guaranty	109
SECTION 10.01.	Guaranty	109
SECTION 10.02.	Guaranty of Payment	110
SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	110
SECTION 10.04.	Defenses Waived	111

-iii-

Table of Contents

(continued)

		Page
SECTION 10.05.	Rights of Subrogation	111
SECTION 10.06.	Reinstatement; Stay of Acceleration	111
SECTION 10.07.	Information	111
SECTION 10.08.	Termination	112
SECTION 10.09.	Taxes	112
SECTION 10.10.	Maximum Liability	112
SECTION 10.11.	Contribution	112
SECTION 10.12.	Liability Cumulative	113
SECTION 10.13.	Keepwell	113

SCHEDULES:

Schedule 2.01	–	Commitments
Schedule 2.06	–	Existing Letters of Credit
Schedule 3.05(a)	–	Owned Real Property
Schedule 3.05(b)	–	Intellectual Property
Schedule 3.06	–	Litigation
Schedule 3.11	–	Subsidiaries
Schedule 3.12	–	Hazardous Materials
Schedule 3.17	–	Material Contracts
Schedule 3.20	–	Insurance
Schedule 5.10	–	Post-Closing Matters
Schedule 6.01	–	Existing Liens
Schedule 6.02	–	Existing Indebtedness
Schedule 6.03	–	Existing Guarantees
Schedule 6.18	–	Existing Restrictive Agreements

EXHIBITS:

Exhibit A	–	Form of Assignment and Assumption
Exhibit B-1	–	U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships)
Exhibit B-2	–	U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships)
Exhibit B-3	–	U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships)
Exhibit B-4	–	U.S. Tax Compliance Certificate (Foreign Lenders That Are Partnerships)
Exhibit C	–	Form of Compliance Certificate
Exhibit D	–	Form of Joinder Agreement
Exhibit E	–	Form of Increasing Lender Supplement
Exhibit F	–	Form of Augmenting Lender Supplement
Exhibit G-1	–	Form of Borrowing Request
Exhibit G-2	–	Form of Interest Election Request
Exhibit H-1	–	Form of Revolving Loan Note
Exhibit H-2	–	Form of Term Loan Note
Exhibit I	–	Form of Solvency Certificate

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2016 (as it may be amended or modified from time to time, this “Agreement”), among ACETO CORPORATION, as Borrower, the other Loan Parties party hereto, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

WHEREAS, the Borrower, the other Loan Parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent thereunder, and Wells Fargo Bank, National Association, as syndication agent thereunder, are currently party to the Amended and Restated Credit Agreement, dated as of October 28, 2015 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of November 10, 2015, and that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of August 26, 2016, as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).

WHEREAS, the Borrower, the Loan Parties, the Lenders, the Administrative Agent and JPMorgan Chase Bank, N.A. have agreed to enter into this Agreement in order to, among other things, (i) amend and restate the Existing Credit Agreement in its entirety; (ii) modify and re-evidence the “Secured Obligations” under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower.

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and modify and re-evidence the obligations and liabilities of the Borrower and the other Loan Parties outstanding thereunder, which shall be payable in accordance with the terms hereof.

WHEREAS, it is also the intent of the Borrower and the other Loan Parties to confirm that all obligations under the applicable “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2015 Convertible Maturity Date” has the meaning given to such term in Section 6.20.

“2015 Convertible Notes” means those certain 2.00% convertible senior notes due 2020 issued by the Borrower on November 16, 2015.

“ABR”, when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted Covenant Period” has the meaning assigned to such term in Section 6.12(a).

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means Wells Fargo Bank, National Association in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Foreign Subsidiary” means any Foreign Subsidiary to the extent that the pledge of 66⅔% or more of such Foreign Subsidiary’s Equity Interests as Collateral to secure the Secured Obligations could reasonably be expected to result in material adverse tax consequences to the Borrower or any Domestic Subsidiary. For purposes of the definition of Affected Foreign Subsidiary, a Foreign Subsidiary shall include any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code, so long as such Domestic Subsidiary (i) does not conduct any business or activities other than the ownership of such Equity Interests and (ii) does not incur, and is not otherwise liable for, any Indebtedness or other liabilities.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.

“Agent Party” has the meaning assigned to such term in Section 9.01(d).

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

“Agreement” is defined in the recitals hereof.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.

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“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the USA PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Percentage” means, at any time with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations above and (b) with respect to any Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of such Term Loans and the denominator of which is the aggregate outstanding principal amount of such Term Loans of all Term Lenders.

“Applicable Pledge Percentage” means 100%, but 65% in the case of a pledge by any Loan Party of its Equity Interests in an Affected Foreign Subsidiary.

“Applicable Rate” means, for any day, with respect to any Eurodollar Loan, any ABR Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Senior Secured Net Leverage Ratio applicable on such date:

	Senior Secured Net Leverage Ratio:	Eurodollar Spread	ABR Spread	Commitment Fee Rate
Category 1:	< 1.50 to 1.00	1.50%	0.50%	0.25%
Category 2:	≥ 1.50 to 1.00 but < 2.00 to 1.00	1.75%	0.75%	0.30%
Category 3:	≥ 2.00 to 1.00 but < 2.50 to 1.00	2.00%	1.00%	0.35%
Category 4:	≥ 2.50 to 1.00 but < 3.00 to 1.00	2.25%	1.25%	0.375%
Category 5:	≥ 3.00 to 1.00	2.50%	1.50%	0.40%

For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrower, based upon the Borrower’s annual or quarterly consolidated financial statements and Compliance Certificate delivered pursuant to Section 5.03 and (b) each change in the Applicable Rate resulting from a change in the Senior Secured Net Leverage Ratio shall be effective during the period commencing on and including the third (3rd) Business Day following the date of

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delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that if the Borrower fails to deliver the annual or quarterly consolidated financial statements and Compliance Certificate required to be delivered by it pursuant to Section 5.03, the Senior Secured Net Leverage Ratio shall be deemed to be at Category 5 for the period commencing three (3) Business Days after such required date of delivery and ending on the date which is three (3) Business Days after such statements or certificates are actually delivered, after which the Category shall be determined in accordance with the table above as applicable.

Notwithstanding the foregoing, Category 4 shall be deemed to be applicable until the third (3rd) Business Day following the date of the Administrative Agent’s receipt of the applicable financial statements for the Borrower’s first fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraph.

If at any time the Administrative Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), at the direction of the Administrative Agent the Borrower shall be required to retroactively pay any additional amount that the Borrower would have been required to pay if such financial statements had been accurate at the time they were delivered.

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Augmenting Lender” has the meaning assigned to such term in Section 2.23(b).

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Loan Maturity Date and the date of termination of the Revolving Commitments.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banking Services” means each and any of the following bank services provided to the Borrower or any Subsidiary by any Banking Services Provider: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, expedited funds availability, foreign exchange transactions (other than Swap Agreements), and interstate depository network services).

“Banking Services Obligations” means any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

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“Banking Services Provider” means any Person that, (a) at the time it enters into any Banking Services with the Borrower or any Subsidiary, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative Agent (including on the Effective Date), is a party to any Banking Services with the Borrower or any Subsidiary, in each case in its capacity as a party to such Banking Services.

“Bankruptcy Event” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Owner” means, for purposes of any U.S. federal withholding Tax, the beneficial owner upon which the incidence of such tax is borne directly in whole or in part.

“Board” means the Board of Governors of the Federal Reserve System of the U.S.

“Bond Hedge Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.

“Borrower” means Aceto Corporation, a New York corporation.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 the form attached hereto as Exhibit G-1.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP. Notwithstanding the foregoing, Capital Expenditures shall not include the following:

(a)        expenditures made with any Net Proceeds to the extent such proceeds are not then required to be applied to prepay the Loans pursuant to Section 2.11(c);

(b)        expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding a Loan Party or Subsidiary thereof) and for which

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none of any Loan Party or any Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period);

(c)        the purchase price of equipment purchased during such period to the extent that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business and to the extent permitted by the terms of this Agreement;

(d)        capital expenditures constituting the consideration paid by the Borrower or any Subsidiary in Permitted Acquisitions; or

(e)        capital expenditures constituting the consideration paid by the Borrower or any Subsidiary pursuant to the Citron Purchase Agreement.

“Capital Lease” shall mean any lease the obligations of which are required to be capitalized on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Deduction Amount” means, as of any date of determination, the lesser of (i) (a) Liquidity, minus (b) $5,000,000 and (ii) 50% of Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters then most recently ended and for which financial statements have been delivered pursuant to Section 5.03(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.03(a) or (b), the most recent financial statements referred to in Section 3.03(a)).

“Change in Control” shall mean any event which results in (a) any Person, or two or more Persons acting in concert, acquiring beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Borrower (or other securities convertible into such securities) representing 30% or more of the combined voting power of all securities of the Borrower entitled to vote in the election of directors; or (b) during any period of up to 12 consecutive months, individuals who at the beginning of such 12-month period were directors of the Borrower, together with any director approved or nominated by the then majority of the Board of Directors of the Borrower, ceasing for any reason to constitute a majority of the Board of Directors of the Borrower; or (c) any Person, or two or more Persons acting in concert, acquiring by contract or otherwise, or entering into a contract or arrangement which upon consummation will result in its or their acquisition of, or control over, securities of the Borrower (or securities convertible into such securities) representing 30% or more of the combined voting power of all securities of the Borrower entitled to vote in the election of directors.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and

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Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Charges” has the meaning assigned to such term in Section 9.17.

“Citron Acquisition” means the acquisition by the Borrower, through two of its direct or indirect wholly-owned Domestic Subsidiaries, of certain of the products and assets, and the assumption by Borrower, through two of its direct or indirect wholly-owned Domestic Subsidiaries, of certain liabilities of the Target in accordance with the Citron Purchase Agreement.

“Citron Purchase Agreement” means that certain Product Purchase Agreement dated as of November 2, 2016, by and among the Citron Pharma LLC, a New Jersey limited liability company, Lucid Pharma LLC, a New Jersey limited liability company, Citgen Pharma Holding LLC, a New Jersey limited liability company, Gensource Pharma LLC, a Delaware limited liability company, and Sudha Kavuru, an individual, SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability company, and Pharma Reach LLC, a New Jersey limited liability company, Vimal Kavuru and Subha Sri Thogarchedu, the Borrower, certain Subsidiaries of the Borrower, and Vimal Kavuru, as agent (together with all exhibits, schedules and disclosure letter thereto), as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“Citron Purchase Agreement Representations” means the representations made by the Target in the Citron Purchase Agreement that are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the Borrower’s obligation to close under the Citron Purchase Agreement or the Borrower has the right to terminate its obligations (or to refuse to consummate the Citron Acquisition) under the Citron Purchase Agreement as a result of a breach of such representations in the Citron Purchase Agreement.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment or a Term Commitment, and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all property owned by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations; provided that the Collateral shall exclude Excluded Property.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, Mortgages, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or

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hereafter executed by the Borrower of any of its Subsidiaries and delivered to the Administrative Agent in connection with this Agreement.

“Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower. The Commercial LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.

“Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning assigned to such term in Section 9.01(d)(ii).

“Compliance Certificate” has the meaning assigned to such term in Section 5.03(c).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted EBITDA” means, for any period, Consolidated Net Income for such period plus

(a)        without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of:

(i)          Consolidated Interest Expense for such period,

(ii)         provisions for taxes based on income or profit for such period, including state, federal, franchise, gross receipts and margins and similar taxes,

(iii)        all amounts attributable to depreciation and amortization expense for such period,

(iv)        any extraordinary non-cash charges for such period,

(v)         any other non-cash charges for such period (including with respect to any purchase accounting adjustments made in connection with any Material Acquisition not to exceed $4,500,000 (or such other amount as agreed to by Borrower and Administrative Agent) for any period of four consecutive fiscal quarters and stock based compensation, but excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory),

(vi)        cash transaction fees and expenses solely in respect of the consummation of acquisitions, dispositions and debt and equity issuances (excluding the Transactions) in each case permitted by the Loan Documents in an aggregate amount not to exceed 5% of Consolidated Adjusted EBITDA for such period (calculated without giving effect to the add-back described in this clause (vi)),

(vii)       cash non-recurring expenses, costs, charges and losses in respect of restructurings, integration and other business optimization expenses (which, for the avoidance of doubt, shall include, without limitation, retention, severance, systems establishment costs, systems conversion

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and integration costs, and contract termination costs) in an aggregate amount not to exceed $2,500,000 for any period of four consecutive fiscal quarters,

(viii)        an amount not to exceed in the aggregate 10% of Consolidated Adjusted EBITDA for such period (calculated without giving effect to the add-back described in this clause (viii)) in respect of (x) transaction fees and expenses in respect of the Transactions incurred within twelve (12) months of the Effective Date, (y) expenses, costs charges and losses in respect of restructurings integration and other business optimization expenses (which for the avoidance of doubt, shall include, without limitation, retention, severance, separation, systems establishment costs, systems conversion and integration costs, and contract termination costs) in connection with the Citron Acquisition and incurred within twenty-four (24) months following the Effective Date, for the four consecutive fiscal quarters following the incurrence of such fees, expenses, costs charges or losses, and (z) synergies created by the Citron Acquisition; provided that such synergies are reasonably identifiable, factually supportable, expected to have a continuing impact on the operations of the Borrower and its subsidiaries and have been determined by the Borrower in good faith to be reasonably anticipated to be realizable within twelve (12) months following the Citron Acquisition, minus

(b)        without duplication and to the extent included in Consolidated Net Income, (1) income tax credits and refunds, (2) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (3) any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

For the avoidance of doubt, any non-cash income or loss associated with Permitted Call Spread Swap Agreements, to the extent included in Consolidated Net Income, will be added to or subtracted from, as applicable, Consolidated Adjusted EBITDA. For the purposes of calculating Consolidated Adjusted EBITDA for any period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated Adjusted EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated Adjusted EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated Adjusted EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated Adjusted EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means the Citron Acquisition and any other acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) more than 50% of the outstanding common stock or other Equity Interests of a Person, and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $10,000,000; and “Material Disposition” means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $10,000,000.

“Consolidated Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAP, but excluding any GAAP non-cash component of interest and any non-cash incremental liability to the holders of the 2015 Convertible Notes if such non-

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cash incremental liability is above the conversion specified in the 2015 Convertible Notes, but within the call spread specified in any applicable Permitted Call Spread Swap Agreement), calculated for the Borrower and its Subsidiaries on a consolidated basis for such period in accordance with GAAP. In the event that the Borrower or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) determined for the Borrower and its Subsidiaries, on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (other than as provided in the definition of Consolidated Adjusted EBITDA or Section 1.05), (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Borrower or any Subsidiary has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary, to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“Consolidated Total Funded Indebtedness” means, as of any date of determination, all funded indebtedness (which shall include, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all obligations under conditional sale or other title retention agreements relating to property acquired, (d) all obligations in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business, but specifically including the Deferred Payment Amount), (e) all Capital Lease Obligations, (f) all obligations in respect of bankers’ acceptances, (g) obligations under earn-outs and deferred acquisition consideration to the extent the Borrower accounts for such obligations as a liability on its balance sheet in accordance with GAAP and (h) any Off-Balance Sheet Liability to the extent consisting of any indebtedness, liability or obligation under any so-called “synthetic lease” transaction or any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of indebtedness for borrowed money but which does not constitute a liability on the balance sheet (other than operating leases and contingent liabilities), in each case determined for the Borrower and its Subsidiaries on a consolidated basis as of such date in accordance with GAAP.

“Consolidated Total Funded Senior Secured Indebtedness” means, as of any date of determination, (i) Consolidated Total Funded Indebtedness that is secured by a Lien on any property of the Borrower and its Subsidiaries, plus (ii) obligations under earn-outs and deferred acquisition consideration to the extent the Borrower accounts for such obligations as a liability on its balance sheet in accordance with GAAP, minus (iii) all Subordinated Indebtedness, in each case determined for the Borrower and its Subsidiaries on a consolidated basis as of such date in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has the meaning correlative thereto.

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“Credit Event” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Party” means the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Deferred Payment Amount” has the meaning assigned to such term in the Citron Purchase Agreement.

“Disqualified Institution” means (a) those financial institutions, lenders and other natural persons identified by legal name in writing by the Borrower to the Administrative Agent on or prior to November 2, 2016, together, subject to the proviso hereof, with their affiliates that are clearly identifiable as such solely on the basis of the similarity of the name of such affiliate (b) any competitors of the Borrower or any of its Subsidiaries that have been, in each case identified by legal name in writing by Borrower to the Administrative Agent on or prior to November 2, 2016, together, subject to the proviso hereof, with their affiliates that are clearly identifiable as such solely on the basis of the similarity of the name of such affiliate and (c) written updates to the list of competitors of the Borrower or any of its Subsidiaries described under clause (b) above delivered to the Administrative Agent, to the extent reasonably acceptable to the Administrative Agent, identifying each such additional competitor by legal name, and become effective two (2) Business Days after disclosure thereof by the Administrative Agent to the Lenders (provided that in no event shall such a supplement apply retroactively to disqualify any Lender or participant prior to such supplement becoming effective or apply prior to the date which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person); provided that, any debt fund affiliate of the entities described in clauses (a), (b) or (c) shall not constitute a Disqualified Institution if it is primarily engaged

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in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business.

“Domestic Liquidity” means, as of any date of determination, the dollar amount of unrestricted and unencumbered (other than the Liens of the Lenders and any customary liens of depositary banks) cash and Eligible Investments maintained by the Borrower and its subsidiaries in the U.S., as of such date (excluding the proceeds of any Indebtedness, including, without limitation, any Incremental Facilities, incurred or made concurrently with the determination of the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, as applicable).

“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the U.S.

“dollars” or “$” refers to lawful money of the U.S.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Eligible Investments” shall mean (a) direct obligations of the U.S. or any governmental agency thereof which are fully guaranteed by the U.S., provided that such obligations mature within one year from the date of acquisition thereof; or (b) dollar denominated certificates of time deposit maturing within one year issued by any bank organized and existing under the laws of the U.S. or any state thereof and having aggregate capital and surplus in excess of $1,000,000,000; or (c) money market mutual funds having assets in excess of $2,500,000,000; or (d) commercial paper rated not less than P-1 or A-1 or their equivalent by Moody’s or S&P, respectively; or (e) tax exempt securities of a U.S. issuer rated A or better

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by S&P or Moody’s; or (f) in respect of any Foreign Subsidiary, the substantial equivalent (including in respect of credit quality thereof) of any of the foregoing in any jurisdiction in which such Foreign Subsidiary is organized or formed or doing business.

“Employment Agreement” means that certain Employment Agreement, dated as of November 2, 2016, between Rising Pharmaceuticals, Inc. and Vimal Kavuru, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms and provisions of this Agreement.

“Environmental Laws” shall mean any law, ordinance, rule, regulation, or policy having the force of law of any Governmental Authority relating to pollution or protection of the environment or to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.) the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.) and the rules and regulations promulgated pursuant thereto.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Property” means:

(a)        (i) all fee owned real property (x) with a fair market value of less than $10,000,000, (y) located at 511 13^th Street, Carlstadt, New Jersey, or (z) that is subject to a mortgage on the Effective Date and (ii) all leasehold interests in real property;

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(b)        assets subject to certificates of title (other than motor vehicles subject to certificates of title, provided that perfection of security interests in such motor vehicles, if not excluded entirely, as set forth below in clause (h), shall be limited to the filing of UCC financing statements);

(c)        letter of credit rights (other than to the extent the security interest in such letter of credit rights may be perfected by the filing of UCC financing statements) with a value of less than $1,000,000;

(d)        commercial tort claims with a value of less than $1,000,000;

(e)        assets in respect of which pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements with any U.S. Governmental Authority;

(f)        Equity Interests in any Person other than wholly owned subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents;

(g)        voting Equity Interests in excess of the Applicable Pledge Percentage in any Foreign Subsidiary owned directly by the Borrower or another Loan Guarantor;

(h)        any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Loan Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition;

(i)        such assets as to which the Administrative Agent and the Borrower shall reasonably agree that the costs of obtaining or perfecting a security interest therein are excessive in relation to the benefit to the Lenders of the security to be afforded thereby;

(j)        Specified Accounts;

(k)       cash to secure letter of credit reimbursement obligations to the extent such secured letters of credit are issued or permitted, and such cash collateral is permitted, hereunder;

(l)        any application for registration of a trademark filed with the United States Patent and Trademark Office (“PTO”), on an intent-to-use basis, if the grant of a security interest therein would impair the validity or enforceability of such intent to use trademark applications under applicable federal law until such time (if any) as a statement of use or amendment to allege use is accepted by the PTO, at which time such trademark shall automatically become part of the Collateral; and

(m)       personal and real property located outside of the U.S. (other than Equity Interests of Foreign Subsidiaries as contemplated by this Agreement).

provided that, for the avoidance of doubt, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under

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the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” is defined in the recitals hereof.

“Existing Letters of Credit” is defined in Section 2.06.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements to implement such Sections of the Code entered into between any relevant authorities on behalf of the U.S. and such jurisdiction.

“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the FRBNY, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer or treasurer of the Borrower.

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender, with respect to

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such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Liquidity” means, as of any date of determination, the dollar amount of unrestricted and unencumbered cash and Eligible Investments (other than customary liens of depositary banks) maintained by the Borrower and its subsidiaries outside of the U.S. (excluding the proceeds of any Indebtedness, including, without limitation, Incremental Facilities, incurred or made concurrently with the determination of the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, as applicable) less the applicable combined federal and state marginal income tax due or payable (taking into account the federal deduction for state income taxes and any and all tax credits) that would be imposed on the Borrower or applicable subsidiary in the case of, and with respect to, the repatriation of such cash and cash equivalents to the U.S., in each case as of such date.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“FRBNY” means the Federal Reserve Bank of New York.

“FRBNY Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day; provided that if both such rates are not so published for any day that is a Business Day, the term “FRBNY Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Funding Account” has the meaning assigned to such term in Section 4.01(p).

“GAAP” means generally accepted accounting principles in the U.S.

“Governmental Authority” means the government of the U.S., any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Guarantor Payment” has the meaning assigned to such term in Section 10.11(a).

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“Guarantors” means all Loan Guarantors, and the term “Guarantor” means each or any one of them individually.

“Hazardous Materials” shall mean any explosives, radioactive materials, or other materials, wastes, substances, or chemicals regulated as toxic, hazardous or as a pollutant, contaminant or waste under any applicable Environmental Law.

“IDA Transaction” shall mean the conveyance by Aceto Realty LLC of its fee interest in the real property and improvements located at 4 Tri Harbor Court, Port Washington, New York to the Nassau County Industrial Development Agency (the “Agency”) subject to a lease-back of such property pursuant to the terms of a lease (“Lease”) for a period of ten (10) years and a right of Aceto Realty LLC to repurchase such real property and improvements for $1.00 (i) upon expiration of the Lease from the Agency, or (ii) at any time Aceto Realty LLC determines to do so provided in connection therewith it reimburses the Agency for any benefits that it received from the Lease and the payment in lieu of taxes agreement executed in connection with the Lease, which reimbursement obligations are secured by a so-called “Pilot Mortgage” granted by Aceto Realty LLC in favor of the Agency (the “Pilot Mortgage”). The IDA Transaction shall include a sublease by Aceto Realty LLC of its rights under the Lease to the Borrower.

“Immaterial Domestic Subsidiary” means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

“Immaterial Foreign Subsidiary” means any Foreign Subsidiary that is not a Material Foreign Subsidiary.

“Immaterial Subsidiary” means any Immaterial Domestic Subsidiary or Immaterial Foreign Subsidiary.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Increasing Lender” has the meaning assigned to such term in Section 2.23(b).

“Incremental Amendment” has the meaning assigned to such term in Section 2.23(f).

“Incremental Facilities” has the meaning assigned to such term in Section 2.23(a).

“Incremental Term Loan” has the meaning assigned to such term in Section 2.23(a).

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) obligations under any earn-out to the extent the Borrower accounts for such earn-out as a liability on its balance sheet in accordance with GAAP, (k) any other Off-Balance Sheet Liability and (l) net obligations under any and

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all Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, Permitted Call Spread Swap Agreements, and any obligations thereunder, shall not constitute Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Information” has the meaning assigned to such term in Section 9.12.

“Initial Term Loan” means the term loan made pursuant to Section 2.01(c).

“Intellectual Property” means (i) patents, trademarks, trade secrets, copyrights, know-how and all rights thereunder or in respect thereof that are either owned by or licensed to the Borrower or any Subsidiary, including but not limited to those identified on Schedule 3.05(b), and (ii) including but not limited to, all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past, present, and future infringements thereof, and all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08 in the form attached hereto as Exhibit G-2.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first day of each calendar quarter, the Maturity Date, and any day any prepayment is made on such ABR Loan pursuant to Article VII hereof; (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, the Maturity Date, and any day any prepayment is made on such Eurodollar Loan; and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Loan Maturity Date.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, solely in respect of the period commencing on the Effective Date and ending thirty (30) days thereafter, seven days) thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For

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purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded upward to four decimal places) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time. When determining the rate for a period which is less than the shortest period for which the LIBO Screen Rate is available, the LIBO Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may select.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means Wells Fargo and JPMorgan Chase Bank, N.A., each in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit).

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit D.

“Joint Fee Letter” means that certain Joint Fee Letter, dated November 2, 2016, by and among Wells Fargo, the Lead Arrangers and the Borrower.

“Knowledge” means knowledge of material information actually possessed, or which should in the reasonable course of business be possessed, by a managing executive or person in charge of Intellectual Property matters of the Borrower or any Subsidiary.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means any payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lead Arranger” means each of Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. in its capacity as a joint bookrunner and joint lead arranger for the credit facilities evidenced by this Agreement.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.23 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.

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“Letters of Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, (x) if any LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length to such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error); provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

“LIBO Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Conditionality Acquisition” means any Permitted Acquisition that is not conditioned on the availability of, or on obtaining, third-party financing.

“Liquidity” means, as of any date of determination, the sum of Domestic Liquidity and Foreign Liquidity.

“Loan Documents” means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, any Letter of Credit applications, each Collateral Document, the Loan Guaranty, the Seller Subordination Agreement and each other agreement, instrument, document and certificate identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of attorney, consent, assignment, contract, notice, letter of credit agreement and each other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” means each Loan Party.

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“Loan Guaranty” means Article X of this Agreement.

“Loan Parties” means, collectively, the Borrower, the Borrower’s Material Domestic Subsidiaries and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of (i) this Agreement or any of the other Loan Documents or (ii) the rights of or remedies available to the Administrative Agent, the Issuing Banks or the Lenders under any of the Loan Documents.

“Material Contract” means each contract, instrument or agreement to which the Borrower or any of its Subsidiaries is a party which, if terminated, could reasonably be expected to result in a Material Adverse Effect.

“Material Domestic Subsidiary” means each Domestic Subsidiary which is a Material Subsidiary.

“Material Foreign Subsidiary” means each Foreign Subsidiary which is a Material Subsidiary.

“Material Indebtedness” means (a) the Deferred Payment Amount and (b) Indebtedness (other than the Loans and Letters of Credit), including, without limitation, obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Obligation” means contractual obligations of any one or more of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.

“Material Subsidiary” means each Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.03(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.03(a) or (b), the most recent financial statements referred to in Section 3.03(a)), contributed greater than five percent (5%) of Consolidated Adjusted EBITDA for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated Adjusted EBITDA or Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10%) of Consolidated Adjusted EBITDA for any such period or ten percent (10%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

“Maturity Date” means the Revolving Loan Maturity Date, the Term Loan Maturity Date or the maturity date of any Incremental Term Loan, as the context may require.

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“Maximum Rate” has the meaning assigned to such term in Section 9.17.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgages” means the collective reference to each mortgage, deed of trust or other real property security document, encumbering any real property now or hereafter owned by any Loan Party, in each case, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Loan Party in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as any such document may be amended, restated, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means a multi-employer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all fees, costs and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event including, without limitation, attorneys’ fees, investment banking fees, accountant fees, underwriting discounts and commissions and other customary costs, fees and expenses incurred in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a Sale and Leaseback Transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable), the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable and any purchase price adjustments associated with such event, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Borrower and its Subsidiaries to any of the Lenders, the Administrative Agent, any Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional

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equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases and contingent liabilities).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit, or any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the FRBNY as set forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as an overnight bank funding rate (from and after such date as the FRBNY shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” shall mean (i) any acquisition (whether by merger or otherwise) by the Borrower or any Subsidiary of more than 50% of the outstanding capital stock, membership interests, partnership interests or other similar ownership interests of a Person which is engaged in a line of business similar to the business of the Borrower or such Subsidiary (or reasonable extensions thereof) or the purchase of all or substantially all of the assets owned by such Person and (ii) any purchase by the Borrower or any Subsidiary of any property or assets (in a single transaction or series of related transactions) if the aggregate consideration paid in respect of such purchase is in excess of $15,000,000 (other than purchases of inventory in the ordinary course of business); provided:

(a)        the Administrative Agent shall have received, within thirty (30) days of the closing of such Permitted Acquisition (or such later date as may be agreed upon by the Administrative Agent), (i) with respect to a Person which constitutes a Material Domestic Subsidiary, to the extent not previously received, a duly executed Joinder Agreement in accordance with Section 5.09 hereof, and (ii) with respect to a Person which constitutes a First-Tier Foreign Subsidiary, to the extent not previously received, a duly executed Pledge Agreement by the parent of such First-Tier Foreign Subsidiary, to the extent such documents are required to be delivered pursuant to Section 5.09 hereof;

(b)        the Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to them that the shares or other interests in the Person, or the assets of the Person, which is the subject of the Permitted Acquisition are, or will be promptly following the closing of such Permitted Acquisition, free and clear of all Liens, except Permitted Liens, including, without limitation, with respect to the acquisition of shares or other equity interests, free of any restrictions on transfer other than restrictions applicable to the sale of securities under federal and state securities laws and regulations

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generally or, with respect to the acquisition of any Foreign Subsidiary, restrictions applicable to the sale of securities under applicable laws or regulations of the applicable foreign jurisdiction;

(c)        the Administrative Agent shall have received not less than five (5) Business Days (or such later date as may be agreed upon by the Administrative Agent) preceding the closing of such Permitted Acquisition, the documentation governing the proposed acquisition, including, without limitation, the purchase agreement with respect thereto, together with such other additional documentation or information with respect to the proposed acquisition as the Lenders may reasonably require;

(d)        no Default or Event of Default shall have occurred and be continuing immediately prior to or would occur after giving effect to the acquisition on a pro forma basis;

(e)        the Administrative Agent and the Lenders shall have received not less than three (3) Business Days (or such later date as may be agreed upon by the Administrative Agent) preceding the closing of such Permitted Acquisition, projections and pro forma financial statements showing that, after giving effect to such acquisition, no Default or Event of Default shall have occurred;

(f)        the acquisition has either (i) been approved by the Board of Directors or other governing body of the Person which is the subject of the acquisition or (ii) been recommended for approval by the Board of Directors or other governing body of such Person to the shareholders or other members of such Person and subsequently approved by the shareholders or such members if shareholder or such member approval is required under applicable law or the by-laws, certificate of incorporation or other governing instruments of such Person; and

(g)        (i) at the time of the making of such acquisition and immediately after giving effect (including pro forma effect) thereto, (1) the Loan Parties will be in compliance with the financial condition covenants of Section 6.12 hereof upon completion of such acquisition and (2) the Total Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Total Net Leverage Ratio permitted under Section 6.12(a) at such time minus 0.25 to (y) 1.00 and (3) the Senior Secured Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Senior Secured Net Leverage Ratio permitted under Section 6.12(b) at such time minus 0.25 to (y) 1.00, and (ii) prior to the closing of any such acquisition, the Borrower shall have delivered evidence to the Administrative Agent in respect of all the requirements set forth in this clause (g).

Notwithstanding the foregoing, in connection with any Limited Conditionality Acquisition, at the Borrower’s election (x) the requirements set forth in clause (d) may be modified to require no Default or Event of Default existing immediately at the time of execution of the definitive agreement for such Limited Conditionality Acquisition and no Event of Default under clause (a), (f) or (g) of Article VII existing immediately prior to or after giving effect to such Permitted Acquisition and (y) compliance with the financial covenant required under clause (g) above may be determined only at the time of the execution of the definitive agreement for such Limited Conditionality Acquisition.

“Permitted Call Spread Swap Agreements” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction or capped call transaction) pursuant to which the Borrower acquires an option requiring the counterparty thereto to deliver to the Borrower shares of common stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the Borrower), the cash value thereof or a combination thereof from time to time upon exercise of such option entered into by the Borrower in connection with the issuance of Permitted Convertible Notes (such transaction, a “Bond Hedge Transaction”) and (b) any Swap Agreement pursuant to which the Borrower issues to the counterparty thereto warrants to acquire common stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the

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Borrower) (whether such warrant is settled in shares, cash or a combination thereof) entered into by the Borrower in connection with the issuance of Permitted Convertible Notes (such transaction, a “Warrant Transaction”); provided that (i) the terms, conditions and covenants of each such Swap Agreement shall be such as are customary for Swap Agreements of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith), (ii) the purchase price for such Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Warrant Transaction, does not exceed the net proceeds received by the Borrower from the issuance of the related Permitted Convertible Notes and (iii) in the case of clause (b) above, such Swap Agreement would be classified as an equity instrument in accordance with GAAP.

“Permitted Convertible Notes” means any unsecured notes issued by the Borrower that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the Borrower), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder is permitted under clause (q) of Section 6.02 and the terms, conditions and covenants of such Indebtedness shall be such as are customary for convertible indebtedness of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith).

“Permitted Liens” shall mean the Liens specified in Section 6.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pilot Mortgage” has the meaning set forth in the definition of the term “IDA Transaction”.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” means that certain Second Amended and Restated Pledge Agreement (including any and all supplements thereto), dated as of the date hereof, among the Borrower, certain Subsidiaries of the Borrower listed on the signature pages thereto, and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Pledge Subsidiary” means (a) each Domestic Subsidiary and (b) each First Tier Foreign Subsidiary which is a Material Foreign Subsidiary.

“Prepayment Event” means:

(a)        any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower or any Subsidiary, other than (i) dispositions described in (and permitted by) Section 6.04(a), (b), (c) and (d) and (ii) dispositions described in (and permitted by) Section 6.04(e) in an amount not to exceed $5,000,000 during any fiscal year of the Borrower;

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(b)        any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary with a fair value immediately prior to such event equal to or greater than $5,000,000; or

(c)        the incurrence by the Borrower or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.02 or permitted by the Required Lenders pursuant to Section 9.02.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context requires).

“Refinancing Convertible Notes” has the meaning assigned to such term in Section 6.14.

“Register” has the meaning assigned to such term in Section 9.04(c).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, or dumping of any substance into the environment.

“Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Reportable Event” is as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice requirement is waived).

“Required Lenders” means, at any time, at least two (2) Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing greater than 50% of the sum of the Aggregate Credit Exposure and unused Commitments at such time.

“Requirement of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any

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arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Payment” has the meaning assigned to such term in Section 6.14.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.23 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the applicable documentation pursuant to which such Lender shall have assumed its Revolving Commitment pursuant to the terms hereof, as applicable. The aggregate amount of the Lenders’ Revolving Commitments as of the Effective Date is $225,000,000.

“Revolving Commitment Increase” has the meaning assigned to such term in Section 2.23(a).

“Revolving Exposure” means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.01(a).

“Revolving Loan Maturity Date” means December 21, 2021; provided that if any of the 2015 Convertible Notes remain outstanding on the date that is 91 days prior to the 2015 Convertible Maturity Date, then the Revolving Loan Maturity Date shall mean the date that is 91 days prior to the 2015 Convertible Maturity Date, if earlier.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sale and Leaseback Transaction” means any arrangement, directly or indirectly, whereby a Person shall sell or transfer any property or asset, real or personal, used or useful in its business and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (as of the date of this Agreement, only Crimea, Cuba, Iran, North Korea, Sudan and Syria are Sanctioned Countries).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

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“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“SEC” means the Securities and Exchange Commission of the U.S.

“Secured Obligations” means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.

“Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each Banking Services Provider, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each Swap Agreement Provider, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing.

“Securities Act” means the United States Securities Act of 1933.

“Security Agreement” means that certain Second Amended and Restated Security Agreement (including any and all supplements thereto), dated as of the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Seller Subordination Agreement” means that certain Seller Subordination Agreement, dated as of the date hereof, among the Loan Parties, the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and those certain subordinated creditors party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Senior Secured Net Leverage Ratio” has the meaning assigned to such term in Section 6.12(b).

“Solvent” means, with respect to any Person as of the date of determination, thereof that such Person has a reasonable basis to believe that (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For such purposes, any contingent liability is valued at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Accounts” means trust accounts, payroll accounts and escrow accounts of the Loan Parties.

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“Specified Representations” means the representations and warranties contained in Sections 3.01, 3.02 (other than clauses (b)(i), (b)(iii) and (c) thereof), 3.03(b), 3.09, 3.10, 3.13, 3.14 (subject to the proviso at the end of Section 4.01(l)) and 3.21.

“Standby LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The Standby LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Standby LC Exposure at such time.

“Statement” has the meaning assigned to such term in Section 2.18(g).

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the Secured Obligations, including, without limitation, the Deferred Payment Amount.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the Borrower or of any other Loan Party, as applicable.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Agreement Provider” means any Person that, (a) at the time it enters into a Swap Agreement with a Loan Party or any Subsidiary permitted under Article VI, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its

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Affiliate) becomes a Lender or the Administrative Agent (including on the Effective Date), is a party to a Swap Agreement with the Borrower or any Subsidiary, in each case in its capacity as a party to such Swap Agreement.

“Swap Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Swap Agreement Provider, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender. Notwithstanding the foregoing, Permitted Call Spread Swap Agreements shall not constitute Swap Agreement Obligations.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” means Wells Fargo, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or any Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by Wells Fargo in its capacity as Administrative Agent or an Issuing Bank shall be deemed given by Wells Fargo in its capacity as Swingline Lender as well.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Target” means, collectively, Cedar Pharma LLC (f/k/a Citron Pharma LLC), a New Jersey limited liability company and Aster Pharma LLC (f/k/a Lucid Pharma LLC), a New Jersey limited liability company.

“Target Material Adverse Effect” means, with respect to Sellers, Members or the Business, any event, state of facts, occurrence, non-occurrence, circumstance, development or change, individually or in combination with any other event, state of facts, occurrence, non-occurrence, circumstance, development or change, that (a) has had or would reasonably be expected to have a materially adverse effect on the business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of the Business or, as applicable, Members or Sellers, taken as a whole, (b) prevents, materially delays or materially impairs, or would reasonably be expected to prevent, materially delay or materially impair, the consummation of the transactions contemplated by the Citron Purchase Agreement (as defined below) and the Ancillary Agreements, or (c) arises from, is in connection with or relates in any way to a Specified Event, other than, with respect to clauses (a) and (b), events, states of fact, occurrences, non-occurrences, circumstances, developments or changes to the extent resulting from any of the following: (i) any change or effect that is generally applicable in the economy of any country in which the Business has substantial operations; (ii) any change in political or economic conditions or capital or financial markets generally, including interest or exchange rates; (iii) after the date hereof, any change in GAAP or applicable Law, or the enforcement or interpretation thereof; (iv) any condition, including political condition or development, change or effect that arises out of or is attributable to the commencement, occurrence, continuation, escalation, worsening, intensification or reduction or cessation of any war (whether or not declared), sabotage, hostilities, act of terrorism, or military or police action; (v) the announcement or the pendency or anticipated consummation of the transactions contemplated by the Citron Purchase Agreement or any Ancillary Agreement, including any such change relating to the identity of, or facts and circumstances relating to, Parent or Purchasers; (vi) any change or effect that

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arises out of or is attributable to an earthquake, hurricane or other natural disaster, epidemic or other outbreak of disease; (vii) any change or effect that relates to any failure by a Seller to meet internal projections or forecasts for any period (including with respect to the Business); (viii) any action taken or not taken by a Seller or Member at Parent’s or Purchasers’ written direction (with the written consent of the Financing Sources) or the failure of a Seller or Member to take any action that is specifically prohibited by the terms of the Citron Purchase Agreement to the extent Parent (with the written consent of the Financing Sources) fails to give its consent thereto after a written request therefor pursuant to Section 7.2 of the Citron Purchase Agreement; provided, however, that any event, state of facts, occurrence, non-occurrence, circumstance, development or change set forth in the foregoing clauses (i), (ii), (iii), (iv) and (vi) shall be taken into account in determining whether a “Target Material Adverse Effect” has occurred, or would reasonably be expected to occur, if such event, state of facts, occurrence, non-occurrence, circumstance, development or change, individually or in the aggregate, has a disproportionate effect on the business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of the Business or Members or Sellers, as applicable, taken as a whole, relative to other Persons engaged in the same industries in which the Business operates. Defined terms used in this definition of “Target Material Adverse Effect” without definition shall have the meanings ascribed thereto in the Citron Purchase Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set forth on Schedule 2.01 or in the most recent Assignment and Assumption or other documentation contemplated hereby executed by such Term Lender, as such commitment may be (i) increased from time to time pursuant to Section 2.23 and (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make Term Loans. The aggregate amount of the Term Lenders’ Term Commitments as of the Effective Date is $150,000,000. After advancing a Term Loan, each reference to a Term Lender’s Term Commitment shall refer to that Term Lender’s Applicable Percentage of such Term Loans.

“Term Lender” means a Lender having a Term Commitment or an outstanding Term Loan.

“Term Loan” means the Initial Term Loans and, if applicable, any Incremental Term Loan.

“Term Loan Maturity Date” means December 21, 2021; provided that if any of the 2015 Convertible Notes remain outstanding on the date that is 91 days prior to 2015 Convertible Maturity Date, then the Term Loan Maturity Date shall mean the date that is 91 days prior to the maturity date of the 2015 Convertible Maturity Date, if earlier.

“Total Net Leverage Ratio” has the meaning assigned to such term in Section 6.12(a).

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof (including the consummation of the Citron Acquisition) and the issuance of Letters of Credit hereunder.

“Trigger Acquisition” has the meaning assigned to such term in Section 6.12(a).

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“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unfinanced Capital Expenditures” means all Capital Expenditures, other than Capital Expenditures to the extent financed with proceeds of Indebtedness (other than Revolving Loans) permitted to be incurred hereunder or from the issuance of Equity Interests by the Borrower.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“U.S.” means the United States of America.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Warrant Transaction” has the meaning assigned to such term in the definition of “Permitted Call Spread Swap Agreement”.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wells Fargo” means Wells Fargo Bank, National Association.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

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SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) with respect to capital leases, the amounts of Capital Lease Obligations, any lease that was classified or accounted for as an operating lease as of (and any similar lease entered into after) the Effective Date in accordance with GAAP shall be classified or accounted for as an operating lease and not a capital lease, even though, as a result of a change in GAAP or the Borrower’s implementation of Financial Accounting Standards Board Accounting

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Standards Codification 840, such lease would be classified and accounted for as a capital lease under GAAP. For the avoidance of doubt, and without limitation of the foregoing, Permitted Convertible Notes shall at all times be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares deliverable upon conversion thereof.

SECTION 1.05. Pro Forma Calculations. All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.03(a) or 5.03(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.03(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act; provided that such pro forma computations need not include adjustments for purchase accounting to the extent such purchase accounting adjustments have not already been calculated in connection with the relevant transaction. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

SECTION 1.06. Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 (unless waived in accordance with the terms and provisions of this Agreement), the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation or termination of the Secured Obligations. All “Revolving Loans” made and “Secured Obligations” incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall administer such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposure and outstanding Loans hereunder reflect such Lender’s Applicable Percentage of the outstanding aggregate Credit Exposures on the Effective Date, (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans (including the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof and (f) the fee letter, dated October 27, 2015, between JPMorgan Chase Bank,

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N.A. and the Borrower shall be deemed terminated and of no further force and effect. Certain lenders under the Existing Credit Agreement will not be party to this Agreement (the “Departing Lenders”). On the Effective Date, the loans and commitments of each Departing Lender will be paid in full and terminated on a non-pro rata basis and each of the parties hereto hereby consents to such prepayment and termination.

SECTION 1.07. Status of Obligations. The Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

ARTICLE II

The Credits

SECTION 2.01. Commitments.

(a)        Prior to the Effective Date, certain “Revolving Loans” were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement.

(b)        Subject to the terms and conditions set forth herein, each Revolving Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans; provided that the aggregate principal amount of Revolving Loans and Swingline Loans outstanding on the Effective Date (after giving effect to any Revolving Borrowing made on the Effective Date) shall not exceed $125,000,000.

(c)        Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make an Initial Term Loan in dollars to the Borrower, on the Effective Date, in a principal amount not to exceed such Term Lender’s Term Commitment. Amounts prepaid or repaid in respect of the Initial Term Loan may not be reborrowed.

SECTION 2.02. Loans and Borrowings.

(a)        Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure

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to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in Section 2.10.

(b)        Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)        At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $50,000 and not less than $250,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding.

(d)        Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)          the Class of Borrowing, the aggregate amount of the requested Borrowing;

(ii)         the date of such Borrowing, which shall be a Business Day;

(iii)        whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; and

(iv)       in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)        the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

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If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [Intentionally Omitted].

SECTION 2.05. Swingline Loans.

(a)        Subject to the terms and conditions set forth herein, the Swingline Lender may in its sole discretion make Swingline Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000 or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by fax), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(b)        The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on

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behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit.

(a)        General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The letters of credit identified on Schedule 2.06 (collectively, the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date by the relevant Issuing Bank for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit).

(b)        Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000, (ii) the

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Standby LC Exposure shall not exceed $5,000,000 and (iii) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments.

(c)        Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Loan Maturity Date. Any Letter of Credit with a one-year tenor may contain customary automatic renewal provisions agreed upon by the Borrower and the relevant Issuing Bank that provide for the automatic renewal thereof for additional one-year periods so long as the final expiry date of such Letter of Credit occurs on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, subject to a right on the part of the relevant Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal.

(d)        Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Revolving Lenders, the relevant Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)        Reimbursement. If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., New York City time, on the day of receipt, or (ii) 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is received after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC Disbursement is greater than or equal to $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof, and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of

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any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the relevant Issuing Bank, then to such Lenders and the relevant Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)        Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the relevant Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Revolving Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse the relevant Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)        Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Banks and the Revolving Lenders with respect to any such LC Disbursement.

(h)        Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is

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made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is due; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the relevant Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)        Replacement of any Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by such successor Issuing Bank thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j)        Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) or (g) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within

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three (3) Business Days after all such Events of Default have been cured or waived as confirmed in writing by the Administrative Agent.

(k)        LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination.

(l)        Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more drawings under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iv) on any Business Day on which the Borrowers fail to reimburse any amount required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and currency of such payment in respect of Letters of Credit and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

SECTION 2.07. Funding of Borrowings.

(a)        Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that the Initial Term Loan shall be made as provided in Sections 2.01(c) and 2.02(b) and Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.

(b)        Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR Borrowing, prior to 1:00 p.m., New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds

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Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections.

(a)        Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)        To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election Request signed by the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

(c)        Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)          the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)         the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)        whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)        if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)        Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.

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(e)        If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments.

(a)        Unless previously terminated, (i) the Term Commitments with respect to the Initial Term Loan shall terminate at 3:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Loan Maturity Date.

(b)        The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the relevant Issuing Banks) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.

(c)        The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments.

(d)        The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt.

(a)        The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Loan Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Loan Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2)

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Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding.

(b)        The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender holding the Initial Term Loan on each date set forth below the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(e) or 2.18(b)):

Date	Amount
March 31, 2017	$3,750,000
June 30, 2017	$3,750,000
September 30, 2017	$3,750,000
December 31, 2017	$3,750,000
March 31, 2018	$3,750,000
June 30, 2018	$3,750,000
September 30, 2018	$3,750,000
December 31, 2018	$3,750,000
March 31, 2019	$3,750,000
June 30, 2019	$3,750,000
September 30, 2019	$3,750,000
December 31, 2019	$3,750,000
March 31, 2020	$3,750,000
June 30, 2020	$3,750,000
September 30, 2020	$3,750,000
December 31, 2020	$3,750,000
March 31, 2021	$3,750,000
June 30, 2021	$3,750,000
September 30, 2021	$3,750,000

To the extent not previously paid, all unpaid amounts of the Initial Term Loan shall be paid in full in cash by the Borrower on the Term Loan Maturity Date.

(c)        The Borrower shall repay the aggregate outstanding principal amount of each Incremental Term Loan (if any) as determined pursuant to, and in accordance with, Section 2.23.

(d)        Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(e)        The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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(f)        The entries made in the accounts maintained pursuant to paragraph (d) or (e) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.

(g)        Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H-1 or H-2, as applicable. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. Prepayment of Loans.

(a)        The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses under Section 2.16.

(b)        In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the Revolving Loans, and/or LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j)).

(c)        In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received by any Loan Party or Subsidiary, prepay the Term Loans as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event that qualifies as a “Prepayment Event” pursuant to clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other assets (excluding inventory) to be used in the business of the Loan Parties, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, provided that to the extent of any such Net Proceeds that have not been so applied by the end of such 360 day period (or committed to be applied by the end of such 360 day period and applied within 90 days after the end of such 360 day period), a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied.

(d)        All prepayments of Term Loans or Incremental Term Loans made pursuant to Sections 2.11(a) and 2.11(c) shall be allocated pro rata to all outstanding Term Loans and shall be applied to reduce any remaining scheduled amortization payments on such Term Loans on a pro rata basis.

(e)        The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by fax) of any prepayment under this Section: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day

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before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing or Term Loan shall be in minimum amounts of at least $1,000,000 and multiples $1,000,000 in excess thereof (or, if less, the outstanding principal balance of such Revolving Borrowing or Term Loan, as applicable), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Loan shall be applied ratably to the Revolving Loans. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

SECTION 2.12. Fees.

(a)        The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). It is understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Aggregate Revolving Exposure for purposes of calculating the commitment fee.

(b)        The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c)        The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)        The Borrower agrees to pay the Lead Arrangers all fees payable in the amounts and at the times required pursuant to the terms of the Joint Fee Letter.

(e)        All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest.

(a)        The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)        The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)        Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.

(d)        Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)        All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at all times when the Alternative Base Rate is based upon the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)        the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining

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(including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b)        the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by electronic communication as provided in Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i)         impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

(ii)        impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)       subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by such Lender, such Issuing Bank or other Recipient (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender, applicable Issuing Bank or other Recipient under agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender, such Issuing Bank or other Recipient then reasonably determines to be relevant).

(b)        If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding

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company, if any, as a consequence of this Agreement, the Commitments of or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered as reasonably determined by such Lender, such Issuing Bank or other Recipient (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender, the applicable Issuing Bank or other Recipient under agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender, such Issuing Bank or other Recipient then reasonably determines to be relevant).

(c)        A certificate of a Lender or a Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)        Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or a Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be

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conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.17. Taxes.

(a)        Withholding Taxes; Gross-Up; Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)        Payment of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)        Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)        Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)        Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan

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Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)         Status of Lenders.

(i)         Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)        Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A)        any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)        any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)        in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)        in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI;

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(3)        in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E (or successor form); or

(4)        to the extent a Foreign Lender is not the Beneficial Owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(C)        any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)        if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

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(g)        Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)        Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)        Defined Terms. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank and the term “applicable law” includes FATCA.

(j)        Certain FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).

SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs.

(a)        The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices set forth in Section 9.01(a)(ii), except payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

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(b)        Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender and the Issuing Banks from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations, sixth, to the payment of any amounts owing in respect of Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, and seventh, to the payment of any other Secured Obligation due to the Administrative Agent or any Secured Party from the Borrower or any other Loan Party or Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Notwithstanding the foregoing, Secured Obligations (other than those owing to Wells Fargo) arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause seventh if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.

(c)        At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or 2.05 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans), and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d)        If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender

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receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e)        Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the relevant Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the relevant Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders or the relevant Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f)        If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion.

(g)        The Administrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past

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due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.

(a)        If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)        If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender) pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)        fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b)        such Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and Revolving Exposure and, if applicable, Term Commitment and Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder or under any other Loan Document; provided that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an

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amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;

(c)        if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

(i)         all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii)        if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize, for the benefit of each Issuing Bank only, the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii)       if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)       if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v)        if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d)        so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the relevant Issuing Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any such newly made Swingline Loan or newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

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If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the relevant Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that each of the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21. Returned Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

SECTION 2.22. Banking Services and Swap Agreements. Each Lender (other than Wells Fargo) or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent (or, with respect to Banking Services Obligations and/or Swap Obligation provided by Wells Fargo or an Affiliate thereof, the most recent information available to the Administrative Agent) shall be used in determining which tier of the waterfall, contained in Section 2.18(b), in which such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

SECTION 2.23. Expansion Option.

(a)        The Borrower may from time to time elect, with the consent of the Administrative Agent, to (i) enter into one or more tranches of term loans (each an “Incremental Term Loan”) in minimum increments of $20,000,000 (or such lesser amount as reasonably agreed to by the Borrower and Administrative Agent) or (ii) to increase the Revolving Commitments in minimum

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increments of $20,000,000 (or such lesser amount as reasonably agreed to by the Borrower and Administrative Agent) (each a “Revolving Commitment Increase,” and collectively with each Incremental Term Loan, the “Incremental Facilities”) so long as, after giving effect thereto, the aggregate amount of principal amount for all such Incremental Facilities entered into after the Effective Date does not exceed $100,000,000.

(b)        The Borrower may arrange for any such Incremental Facility to be provided by one or more Lenders (each Lender so agreeing to participate in such Incremental Facility, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to participate in such Incremental Facilities in their sole discretion; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of any Revolving Commitment Increase, each Issuing Bank and Swingline Lender, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit F hereto. No consent of any Lender (other than the Lenders participating in the applicable Incremental Facility, and in respect of each Revolving Commitment Increase, each Issuing Bank and Swingline Lender) shall be required for any Incremental Facility pursuant to this Section 2.23.

(c)        Incremental Facilities created pursuant to this Section 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Facility shall become effective under this paragraph unless:

(i)         on the proposed date of the effectiveness of such Incremental Facility, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall have delivered a compliance certificate signed by a Financial Officer of the Borrower demonstrating compliance (on a pro forma basis and assuming that the Revolving Commitment, after giving effect to any Revolving Commitment Increase, is fully drawn) with (1) a Senior Secured Net Leverage Ratio not greater than 0.25x less than the Senior Secured Net Leverage Ratio required pursuant to Section 6.12(b) and (2) the financial covenants contained in Sections 6.12(a) and (c); provided that to the extent the proceeds of such Incremental Term Loan are to be applied to finance a Limited Conditionality Acquisition, the condition in this clause (i), if agreed by the lenders providing such Incremental Term Loan, shall be modified (x) to require no Default or Event of Default existing immediately at the time of execution of the definitive agreement for such Limited Conditionality Acquisition and no Event of Default under clause (a), (f) or (g) of Article VII existing immediately prior to or after giving effect to the incurrence of such Incremental Facility, (y) to reflect customary “SunGard” or other customary applicable “certain funds” conditionality provisions and (z) to require compliance with the financial covenant required under clause (B) above only at the time of the execution of the definitive agreement for such Limited Conditionality Acquisition; and

(ii)        the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase.

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(d)        Each Revolving Commitment Increase shall be on the same terms (including, without limitation, interest rate and commitment fees) as the Revolving Loans; provided that in the event that the Applicable Rate or commitment fees for any Revolving Commitment Increase (as determined by the Borrower and the Administrative Agent) are higher than the Applicable Rate or commitment fees for the Revolving Commitments (as determined by the Borrower and the Administrative Agent), then the Applicable Rate or commitment fees for the Revolving Commitments shall be increased to the extent necessary so that such Applicable Rate or commitment fees, as applicable, are equal to the Applicable Rate or commitment fees, as applicable, for such Revolving Commitment Increase.

(e)        The Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and the Initial Term Loans and shall be secured by the same Collateral, (ii) shall not mature earlier than the latest maturity of any Class of Term Loans and shall not have a Weighted Average Life to Maturity that is shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (iii) shall have interest rate margins and (subject to clause (ii) above) an amortization schedule as determined by the Borrower and the lenders providing such Incremental Term Loan, (iv) shall have the same Guarantees from the Guarantors, and (v) shall otherwise be on terms and subject to documentation, to the extent not consistent with the terms and documentation for the Term Loans, that are reasonably satisfactory to the Required Lenders and the Borrower; provided that the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest maturity of any Class of Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest maturity of any Class of Term Loans, which shall, in each case, be reasonably satisfactory to the lenders providing such Incremental Term Loan and the Borrower.

(f)        Incremental Facilities may be made hereunder pursuant to an amendment or restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating Incremental Facility, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent and, if applicable, the Swingline Lender and the Issuing Bank. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.23.

(g)        Nothing contained in this Section 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide an Incremental Facility at any time.

(h)        On the effective date of any Revolving Commitment Increase, (i) each relevant Increasing Lender and/or Augmenting Lender, as the case may be, shall make available to the Administrative Agent such amounts in immediately available funds in dollars as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.

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ARTICLE III

Representations and Warranties

Each Loan Party represents and warrants to the Lenders that (and where applicable, agrees):

SECTION 3.01. Organization; Powers. Each Loan Party and each Material Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its properties and to carry on its business as now being conducted, (c) is duly qualified to do business in every jurisdiction wherein the conduct of its business or the ownership of its properties are such as to require such qualification except those jurisdictions in which the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) has the power to execute, deliver and perform each of the Loan Documents to which it is a party.

SECTION 3.02. Authorization; Enforceable Obligations. The execution, delivery and performance by each Loan Party of this Agreement, and the other Loan Documents to which it is a party and the borrowings and the other extensions of credit to the Borrower hereunder, (a) have been duly authorized by all requisite corporate or limited liability company action, (b) will not violate (i) any provision of law applicable to any Loan Party, any rule or regulation of any Governmental Authority applicable to any Loan Party or (ii) the certificate of incorporation, by-laws, or other organizational documents, as applicable, of any Loan Party or (iii) any order of any court or other Governmental Authority binding on any Loan Party or any indenture, agreement or other instrument to which any Loan Party is a party, or by which any Loan Party or any of their respective properties are bound, and (c) will not be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien, of any nature whatsoever upon any of the property or assets of any Loan Party other than as contemplated by this Agreement or the other Loan Documents. This Agreement and each other Loan Document to which each Loan Party is a party constitutes a legal, valid and binding obligation of such Loan Party enforceable, as the case may be, against such Loan Party in accordance with its terms except to the extent that enforcement may be limited by applicable bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally or by equitable principles of general application, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Financial Condition; Solvency.

(a)        The Loan Parties have heretofore furnished to the Administrative Agent and each Lender the audited consolidated balance sheet of the Borrower and its Subsidiaries and the related audited consolidated statements of income, retained earnings and cash flow of the Borrower and its Subsidiaries audited by BDO Seidman LLP, independent certified public accountants, for the fiscal year ended June 30, 2016. Such financial statements were prepared in conformity with GAAP, applied on a consistent basis, and fairly present the financial condition and results of operations of the Borrower and its Subsidiaries as of the date of such financial statements and for the periods to which they relate and, since June 30, 2015, no event or condition has occurred which could reasonably be expected to have a Material Adverse Effect. As of the Effective Date, other than obligations and liabilities arising in the ordinary course of business, since June 30, 2016, there are no material obligations or liabilities contingent or otherwise, of the Borrower or its Subsidiaries which are not reflected or disclosed on such audited statements (other than obligations of the Borrower and any of its Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by the Borrower or any of its

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Subsidiaries of the business or assets (including without limitation stock or membership units) of any Person).

(b)        Each of the Borrower and its Subsidiaries on a consolidated basis is Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement will be Solvent.

SECTION 3.04. Taxes. All assessed deficiencies resulting from IRS examinations of the federal income tax returns of the Borrower or any of its Subsidiaries have been discharged or reserved against in accordance with GAAP. Each Loan Party has filed or caused to be filed all federal and material state and local tax returns which are required to be filed and has paid or has caused to be paid all taxes as shown on said returns or on any assessment received by them, to the extent that such taxes have become due, except taxes which are being contested in good faith and which are reserved against in accordance with GAAP.

SECTION 3.05. Title to Properties; Intellectual Property.

(a)        The Borrower and each of its Subsidiaries has good title to their respective properties and assets, except for such properties and assets as have been disposed of in accordance with Sections 6.04 or 6.05. Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free and clear of all Liens other than Permitted Liens. Schedule 3.05(a) lists, as of the date of this Agreement, all real property owned by any Loan Party, including the estimated fair market value thereof.

(b)        Each Loan Party and each Subsidiary owns, or is licensed to use, all Intellectual Property necessary to its business as currently conducted, a correct and complete list of the owned Intellectual Property (described in clause (i) of such definition), as of the date of this Agreement, is set forth on Schedule 3.05(b). Such Intellectual Property is valid, subsisting, unexpired (where registered) and enforceable and has not been abandoned or adjudged invalid or unenforceable. There are no assertions or claims challenging the validity of any of the foregoing, and the business of each Loan Party and each Subsidiary as now conducted does not, to the Knowledge of these Parties, infringe in any material respect the rights of any other Person.

SECTION 3.06. Litigation. Except as set forth on Schedule 3.06 hereto, there are no actions, suits or proceedings (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) pending or, to the knowledge of each Loan Party, threatened against the Borrower or any of its Subsidiaries at law or in equity or before or by any Governmental Authority, which involve any of the transactions contemplated herein or which, if adversely determined against the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and (b) neither the Borrower nor any of its Subsidiaries is in default with respect to any judgment, writ, injunction, decree, rule or regulation of any Governmental Authority which default could reasonably be expected to have a Material Adverse Effect.

SECTION 3.07. Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. Except for violations that could not reasonably be expected to have a Material Adverse Effect, the hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters. Except as could not reasonably be expected to have a Material Adverse Effect, all payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare

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insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.

SECTION 3.08. Compliance with ERISA. Except as could not reasonably be expected to have a Material Adverse Effect: (i) each Plan is in compliance with ERISA; (ii) no Multiemployer Plan is insolvent or in reorganization; (iii) no Plan has failed to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA); (iv) neither the Borrower, any of its Subsidiaries, nor any ERISA Affiliate has incurred any material liability to or on account of a Plan or Multiemployer Plan pursuant to Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA or expects to incur any liability under any of the foregoing sections on account of the prior termination of participation in, or contributions to, any such Plan or Multiemployer Plan; (v) no proceedings have been instituted to terminate any Plan; and (vi) no lien imposed under the Code or ERISA on the assets of the Borrower, any of its Subsidiaries or any of its ERISA Affiliates exists or is likely to arise on account of any Plan.

SECTION 3.09. Federal Reserve Regulations; Use of Proceeds.

(a)        Neither the Borrower nor any of its Subsidiaries is engaged principally in, nor has as one of its important activities, the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board, as amended from time to time).

(b)        No part of the proceeds of any Loan and no other extension of credit hereunder will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or to carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock, or to refund indebtedness originally incurred for such purposes, or (ii) for any purpose which violates or is inconsistent with the provisions of Regulation T, U, or X.

SECTION 3.10. Approval. No registration with or consent or approval of, or other action by, any Governmental Authority or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Loan Parties, or with the execution and delivery of other Loan Documents to which it is a party or with respect to the Loan Parties, the Borrowings and each other extension of credit hereunder, other than (a) registration, consents and approvals received prior to the date hereof and disclosed to the Lenders and which are in full force and effect and (b) filings to be made in connection with the Liens contemplated by this Agreement or the Loan Documents.

SECTION 3.11. Subsidiaries. Attached hereto on Schedule 3.11 is the correct and complete list of each of the Borrower’s Subsidiaries as of the Effective Date identifying as to each such Subsidiary its name, the jurisdiction of incorporation or formation, each member or shareholder or other owner of an interest in such Subsidiary, the number of outstanding shares or other ownership interest owned by each such shareholder, member or other owner, and indicating those Subsidiaries which are Material Domestic Subsidiaries, which are Material Foreign Subsidiaries and which are Immaterial Subsidiaries.

SECTION 3.12. Hazardous Materials. Except as set forth on Schedule 3.12 hereto and except for violations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws and neither any Loan Party nor any Subsidiary has used Hazardous Materials on, from, or affecting any property now owned or occupied or previously owned or occupied by the Borrower or any of its Subsidiaries, in any manner, which violates any applicable Environmental Law. To the knowledge of the Loan Party, no prior owner of any such property or any

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tenant, subtenant, prior tenant or prior subtenant have used Hazardous Materials on, from, or affecting such property in any manner which violates any applicable Environmental Law.

SECTION 3.13. Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.14. Collateral Documents; Liens. Each Collateral Document executed by each Loan Party shall constitute a valid and continuing lien on and security interest in the collateral referred to in such Collateral Document in favor of the Administrative Agent for the ratable benefit of the Secured Parties and, upon completion of filing and recording of financing statements in the offices in the applicable jurisdictions (to the extent filing of financing statements under the UCC are permissible methods of perfection) or otherwise upon taking all necessary action to perfect such Lien and security interest in the collateral referred to in the Collateral Document, shall be prior to all other Liens, claims and right of all other Persons, other than Permitted Liens, and shall be enforceable as such against all other Persons.

SECTION 3.15. No Default. No Default or Event of Default has occurred and is continuing.

SECTION 3.16. Permits and Licenses. The Borrower and each of its Subsidiaries has all permits, licenses, certifications, authorizations and approvals required for it lawfully to own and operate their respective businesses except those the failure of which to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.17. Material Contracts. All Material Contracts are identified on Schedule 3.17 hereto. To each Loan Party’s knowledge, all other parties thereto in accordance with its terms and there exists no default under any Material Contract by the Borrower or any of its Subsidiaries or by any other party thereto which has not been fully cured or waived.

SECTION 3.18. Compliance with Law. The Borrower and each of its Subsidiaries is in compliance, with all laws, rules, regulations, orders and decrees which are applicable to the Borrower or such Subsidiary, or to any of their respective properties, which the failure to comply with could, individually or in the aggregate, have a Material Adverse Effect.

SECTION 3.19. Full Disclosure. Neither this Agreement, any other Loan Document, nor any other document, certificate or written statement furnished to the Administrative Agent and the Lenders by or on behalf of the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement, when taken as a whole, contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which they were made.

SECTION 3.20. Insurance. Schedule 3.20 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Loan Parties believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 3.21. Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure

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compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees and to the knowledge of such Loan Party its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any Loan Party, any Subsidiary or, to the knowledge of any such Loan Party or Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of any Sanctions applicable to any party to this Agreement, (C) directly or, to the knowledge of any such Loan Party, indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of any Sanctions applicable to any party to this Agreement, (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, except with respect to this clause (D) where such violation could not reasonably be expected to result in a Material Adverse Effect or (E) has violated any Anti-Money Laundering Laws, except with respect to this clause (E) where such violation could not reasonably be expected to result in a Material Adverse Effect. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate Anti-Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions.

SECTION 3.22. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Effective Date shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)        The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e), and (iii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b)        The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Lowenstein Sandler LLP, counsel for the Loan Parties, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c)        The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters

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relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d)        The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that (i) the Citron Purchase Agreement Representations and the Specified Representations are true and correct in all material respects (except to the extent that any such Citron Purchase Agreement Representations or Specified Representation is qualified by materiality or Material Adverse Effect, in which case such Citron Purchase Agreement Representations and Specified Representation is true and correct in all respects) as of such date and after giving effect to the Transactions and (ii) no Default or Event of Default described in clauses (a), (f) or (g) of Article VII has occurred and is then continuing giving effect to the Credit Events to occur on the Effective Date.

(e)        The Administrative Agent shall have received evidence reasonably satisfactory to it that the Citron Acquisition shall be consummated in all material respects pursuant to the Citron Purchase Agreement, substantially concurrently with the funding of the Initial Term Loan.

(f)        The Administrative Agent shall have received a fully executed copy of the Employment Agreement.

(g)        The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries (not taking into effect the Citron Acquisition), for the three most recently completed fiscal years ended at least 90 days before the Effective Date, (b) audited balance sheets and related statements of income, stockholders’ equity and cash flows of the Target, for fiscal years 2013, 2014 and 2015, (c) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries (not taking into effect the Citron Acquisition), for each subsequent fiscal quarter ended at least 45 days before the Effective Date, (d) unaudited balance sheets and related statements of income, stockholders’ equity and cash flows of the Target, for each subsequent fiscal quarter ended at least 45 days before the Effective Date, and (e) satisfactory financial statement projections through and including the Borrower’s fiscal year ending on or about June 30, 2021, together with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections).

(h)        The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Effective Date, prepared after giving effect to the consummation of the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), which such financial statements need not comply with the requirements of Regulation S-X under the Securities Act, as amended, or include adjustments for purchase accounting or any reconciliation to GAAP.

(i)        To the extent invoiced at least three (3) Business Days prior to the Effective Date or as otherwise set forth in a funds flow approved by the Borrower, all fees and expenses due to the Administrative Agent, the Lead Arrangers and the Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Initial Term Loan.

(j)        Certificates of Insurance listing the Administrative Agent as (i) lender loss payee for the property casualty insurance policies of the Loan Parties, together with separate lender loss payable

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endorsements, as appropriate and (ii) additional insured with respect to the liability insurance policies of the Loan Parties, together with separate additional insured endorsements.

(k)        UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions.

(l)        All actions necessary to establish that the Administrative Agent will have a perfected security interest in the Collateral shall have been taken; provided, that to the extent any security interest in any Collateral cannot be granted or perfected on the Effective Date (other than (x) the grant or perfection of security interests (i) in Collateral with respect to which a Lien may be perfected solely by the filing of a UCC financing statement or (ii) in certified Equity Interests in any Domestic Subsidiary with respect to which a Lien may be perfected by delivery of an equity certificate and (y) the execution and delivery of short-form security agreements or confirmatory grants with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to the Intellectual Property Collateral registered in any such office) after the Loan Parties use of commercially reasonable efforts to do so without undue burden or expense, such actions may instead be taken pursuant to Section 5.10.

(m)        Payoff documentation providing evidence satisfactory to the Administrative Agent that the commitments under the Target’s existing financing with Bank of America, N.A. has been terminated and cancelled substantially concurrently with the funding of the Initial Term Loan (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated substantially concurrently with the funding of the Initial Term Loan.

(n)        The Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, to the extent requested at least ten (10) Business Days prior to the Effective Date.

(o)        No Target Material Adverse Effect or “Financing Failure” (as defined in the Citron Purchase Agreement as of the date hereof) shall have occurred.

(p)        The Administrative Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”) to which the Lender is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(q)        The Administrative Agent shall have received a fully executed Solvency Certificate, dated the effective date, substantially in the form of Exhibit I.

(r)        The Administrative Agent shall have received a fully executed Borrowing Request.

For purpose of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4.01 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Administrative Agent shall notify the Borrower, the Lenders and the Issuing Banks of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the

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Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02).

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each case, other than on the Effective Date, is subject to the satisfaction of the following conditions (except as such conditions may be modified with respect to any Incremental Facility pursuant to Section 2.23):

(a)        The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).

(b)        At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c)        After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a), (b) or (c) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

ARTICLE V

Affirmative Covenants

Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated in each case without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:

SECTION 5.01. Existence; Properties; Insurance. Subject to the exceptions set forth in Section 6.11, each Loan Party will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate, partnership or limited liability existence as applicable, rights, qualifications, licenses, permits, franchises, governmental authorizations,

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intellectual property rights, licenses and permits material to the conduct of its business and comply in all material respect with all laws applicable to; at all times maintain, preserve and protect all franchises and trade names material to its business and preserve all of its property used or useful in and material to the conduct of its business, and keep the same in good repair, working order and condition, normal wear and tear excepted, and from time to time make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted in the ordinary course at all times; and at all times maintain insurance covering its assets and its businesses with financially sound and reputable insurance companies or associations in such amounts and against such risks (including, without limitation, hazard, business interruption, public liability and product liability) as are usually carried by companies engaged in the same or similar business. Each such policy of insurance of the Loan Parties shall name the Administrative Agent as loss payee and additional insured and shall provide for at least thirty (30) days’ prior written notice to the Administrative Agent of any modification or cancellation of such policies. Each Loan Party shall provide to the Administrative Agent promptly upon receipt thereof evidence of the annual renewal of each such policy.

SECTION 5.02. Payment of Obligations and Taxes. Each Loan Party will, and will cause each Subsidiary to, pay all Material Obligations, now existing or hereafter arising, as and when due and payable in accordance with customary trade practices, and pay and discharge or cause to be paid and discharged promptly all taxes, assessments and government charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and the Borrower or such Subsidiary, as the case may be, shall have set aside on its books adequate reserves determined in accordance with GAAP with respect to any such tax, assessment, charge, levy or claim so contested; further, provided that, subject to the foregoing proviso, the Borrower and each of its Subsidiaries shall pay or cause to be paid all such taxes, assessments, charges, levies or claims upon the commencement of proceedings to foreclose any lien which has attached as security therefor.

SECTION 5.03. Financial Statements; Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:

(a)        as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related audited consolidated statements of income, shareholders equity and cash flow for such year, setting forth in each case in comparative form the respective figures as of the end of and for the previous fiscal year, and accompanied by a report thereon of BDO Seidman LLP or other independent certified public accountants of recognized national standing selected by the Borrower and acceptable to the Required Lenders (the “Auditor”), which report shall be unqualified and which statements shall be prepared in accordance with GAAP, applied on a consistent basis and (ii) the corresponding consolidating balance sheets of the Borrower and its Subsidiaries and the consolidating statements of income for the Borrower and its Subsidiaries, all prepared under the supervision of the chief financial officer of the Borrower in accordance with GAAP;

(b)        as soon as available, but in any event not later than 45 days after the end of the first, second and third fiscal quarters of the Borrower, the unaudited interim consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of each such quarter and the related unaudited interim consolidated and consolidating statements of income for such quarter and the

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portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, in each case prepared by the chief financial officer of the Borrower in accordance with GAAP, applied on a consistent basis;

(c)        certificates prepared and signed by the chief financial officer of the Borrower, in each case substantially in the form of Exhibit C (each, a “Compliance Certificate”), with each delivery required by clause (a) and clause (b), as to whether or not, as of the close of such preceding period and all times during such preceding period, the Borrower and its Subsidiaries were in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants (including, without limitation, the covenant set forth in Section 6.19, as applicable), and if the chief financial officer of the Borrower shall have obtained knowledge of any Default or Event of Default, it shall disclose in such certificate such Default or Event of Default and the nature thereof;

(d)        at all times indicated in clauses (a) above a copy of the management letter, if any, prepared by the Auditor;

(e)        within 75 days after the end of each fiscal year of the Borrower, the Loan Parties’ annual operating/business plans for the upcoming fiscal year, in form, substance and detail satisfactory to the Administrative Agent and the Lenders;

(f)        within forty-five (45) days after the end of each fiscal year an updated organization chart of the Borrower including information as to ownership of all Subsidiaries;

(g)        within forty-five (45) days after the end of each fiscal quarter, a calculation of Consolidated Adjusted EBITDA and Consolidated Total Assets of the Immaterial Subsidiaries for such fiscal quarter ended;

(h)        promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of business and which could not result in any adverse action to be taken by such agency which action could reasonably be expected to have a Material Adverse Effect; and

(i)        promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Loan Parties or the Subsidiaries as any Lender may reasonably request.

SECTION 5.04. Books and Records; Access to Premises. Maintain financial records in accordance with GAAP and permit representatives of any Lender, in coordination with the Administrative Agent, to have access during normal business hours to the premises of each Loan Party and the Subsidiaries upon prior written request, and to examine and make excerpts from the minute books, books of accounts, reports and other records and to discuss the affairs, finances and accounts of each Loan Party and the Subsidiaries with their respective principal officers or with their respective independent accountants, and permit representatives of the Administrative Agent to conduct such audits (including, without limitation, field audits of each Loan Party and each Subsidiary’s accounts receivable and inventory) as the Administrative Agent reasonably deems necessary.

SECTION 5.05. Notices of Material Events. The Borrower will furnish to the Administrative Agent for distribution to each Lender:

(a)        Notice of Adverse Change. (i) prompt written notice of any change in the business or the operations of any Loan Party or any Subsidiary which could reasonably be expected to

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have a Material Adverse Effect, and (ii) any information which indicates that any financial statements which are the subject of any representation contained in this Agreement, or which are furnished to the Administrative Agent or the Lenders pursuant to this Agreement, fail, in any material respect, to present fairly, the financial condition and results of operations purported to be presented therein, disclosing the nature thereof;

(b)        Notice of Default. prompt written notice of any Default or Event of Default which shall have occurred, which notice shall include a written statement as to such occurrence, specifying the nature thereof and the action, if any, which is proposed to be taken with respect thereto;

(c)        Notice of Litigation. prompt written notice of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency which, if adversely determined against any Loan Party or any Subsidiary on the basis of the allegations and information set forth in the complaint or other notice of such action, suit or proceeding, or in the amendments thereof, if any, could reasonably be expected to have a Material Adverse Effect;

(d)        Notice of Default in Other Agreements. prompt written notice of any default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any Loan Party or any Subsidiary is a party which default could reasonably be expected to have a Material Adverse Effect;

(e)        Notice of ERISA Event. a certificate of the chief financial officer of each Loan Party setting forth details as to such occurrence and such action, if any, which a Loan Party, a Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices received from any Governmental Authority or required or proposed to be given to or filed with or by such Loan Party, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator, with respect thereto: that a Reportable Event has occurred with respect to a Plan, that a failure to satisfy the “minimum funding standard” has occurred or an application may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan, that a Plan has been or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA, that one or more Plans have a funding failure giving rise to a Lien under ERISA, that the Loan Party has been notified that proceedings may be or have been instituted to terminate a Multi-Employer Plan, that a proceeding has been instituted pursuant to Section 515 of ERISA against the Loan Party to collect a delinquent contribution to a Plan, or that any Loan Party, any Subsidiary or any ERISA Affiliate will or may incur any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, or to a Multi-Employer Plan under Section 4201 or 4204 of ERISA. Upon reasonable request by the Administrative Agent, each Loan Party will deliver to the Administrative Agent a complete copy of the annual report (Form 5500) of each Plan required to be filed with the IRS. In addition to any certificates or notices delivered to the Administrative Agent pursuant to the first sentence hereof, copies of annual reports and any other notices received by each Loan Party or such Subsidiary required to be delivered to the Administrative Agent hereunder shall be delivered to the Administrative Agent no later than ten (10) days after the later of the date such report or notice has been filed with the IRS or the PBGC, given to Plan participants or received by any Loan Party or any Subsidiary;

(f)        Notice of Environmental Law Violations. prompt written notice of the receipt of (a) any notice of an action, suit, and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, pending against any Loan Party or any Subsidiary relating to any alleged violation of any Environmental Law which, if adversely determined against such Loan Party or such Subsidiary (i) could reasonably be expected to result in a fine,

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judgment or claim against, or cash expenditures by, such Loan Party or Subsidiary of more than $500,000 or (ii) could reasonably be expected to have a Material Adverse Effect;

(g)        Notice of Default under Subordinated Indebtedness. prompt written notice of the receipt of any notice by any Loan Party or any of its Subsidiaries of any default or event of default under any Subordinated Indebtedness; and

(h)        Notice regarding FDA Matters. prompt written notice of any warning letter (or letter of similar effect or import) from the U.S. Food and Drug Administration received by any Person (to the knowledge of the Borrower in the case of a Person that is not the Borrower or a Subsidiary) that provides any product(s) that are part of the Borrower or any Subsidiary’s business and which product(s), either individually or in the aggregate, account for equal to or greater than 10% of Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters then most recently ended and for which financial statements have been delivered pursuant to Section 5.03(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.03(a) or (b), the most recent financial statements referred to in Section 3.03(a)).

SECTION 5.06. Compliance with Applicable Laws. Each Loan Party will, and will cause each Subsidiary to, comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, the breach of which could reasonably be expected to have a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.07. Environmental Laws. Each Loan Party will, and will cause each Subsidiary to, comply and use its best efforts to ensure compliance, in all material respects, by all tenants and subtenants of their respective properties with the requirements of all Environmental Laws; provide to the Lenders all documentation in connection with such compliance that the Lenders may reasonably request.

SECTION 5.08. Use of Proceeds. The proceeds of the Initial Term Loan will be used on the Effective Date only to finance all or a portion of the consideration for the Citron Acquisition and fees and expenses related thereto. The proceeds of the Revolving Loans will be used only to finance the working capital needs and for general corporate purposes of the Borrower and its Subsidiaries, for payment of principal and/or interest due and owing by any Loan Party under any Permitted Convertible Notes, to finance a portion of the consideration for the Citron Acquisition, and to finance Permitted Acquisitions and acquisitions of abbreviated new drug applications and fees and expenses related thereto. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Anti-Money Laundering Laws or Sanctions applicable to any party hereto.

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SECTION 5.09. Guarantors; Collateral; Further Assurances.

(a)        As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Loan Guarantor pursuant to the definition of “Material Subsidiary” and related definitions, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of this Agreement and the other Loan Documents, and upon execution and delivery thereof such Subsidiary shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b)        The Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (whether personal, tangible, intangible, or mixed (other than Excluded Property)) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.01. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than Excluded Property) of each Pledge Subsidiary directly or indirectly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, such pledge agreement or similar pledge document to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, (i) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until the date that occurs sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements or (C) in the case of Aceto Pharmaceutical Shanghai Ltd., unless such pledge may be obtained pursuant to applicable law and is requested by the Administrative Agent upon not less than 30 days’ prior notice to the Borrower, (ii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent and in such case the Loan Parties shall only be required to use commercially reasonable efforts to obtain such agreements, (iii) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral other than foreign law governed pledge agreements described in clause (i) above, (iv) no landlord lien waivers and warehouse agreements, estoppels or collateral access letters shall be required and (v) in respect of motor vehicles subject to certificates of title, no steps other than filing of UCC financing statements shall be required.

(c)        Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or

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deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.

(d)        If any assets (other than Excluded Property) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Borrower.

(e)        Promptly after the acquisition of any owned real property by any Loan Party that is not Excluded Property and that is not subject to the existing Collateral Documents, notify the Administrative Agent and promptly thereafter (and in any event, within sixty (60) days of such acquisition (as such time period may be extended by the Administrative Agent, in its sole discretion)), deliver a Mortgage and such title insurance policies, environmental reports, flood hazard determinations, flood insurance, surveys and other documents reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, subject to Permitted Liens, on such real property in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, all in form and substance reasonably acceptable to the Administrative Agent.

SECTION 5.10. Post-Closing Matters. The Loan Parties shall execute and deliver the documents and complete the tasks set forth on Schedule 5.10, in each case within the time limits specified on such schedule (as such time periods may be extended in writing by the Administrative Agent in its sole discretion).

ARTICLE VI

Negative Covenants

Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and all Letters of Credit shall have expired or terminated, in each case without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:

SECTION 6.01. Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues or rights in respect of any thereof, except:

(a)        Liens existing on the date hereof as set forth on Schedule 6.01 attached hereto including any renewals or extensions thereof; provided that no such Lien is extended to cover any additional property after the Effective Date and that the amount of Indebtedness secured thereby is not increased;

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(b)        Liens for taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Loan Parties or the Subsidiaries in accordance with GAAP;

(c)        carriers’, warehousemens’, mechanics’, suppliers’ or other like Liens arising in the ordinary course of business and, to the extent the aggregate of such Liens secure obligations in excess of $600,000 in the aggregate, such Liens are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings in a manner which will not jeopardize or diminish the interest of the Administrative Agent in any of the Collateral subject to the Collateral Documents;

(d)        Liens incurred or deposits to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, performance and appeal bonds, and other obligations of similar nature incurred in the ordinary course of business or consistent with past practices prior to the Effective Date;

(e)        easements, rights of way, restrictions and other similar charges or encumbrances which in the aggregate do not interfere in any material respect with the occupation, use and enjoyment by any Loan Party or any Subsidiary of the property or assets encumbered thereby in the normal course of their respective business or materially impair the value of the property subject thereto;

(f)        deposits under workmen’s compensation, unemployment insurance and social security laws;

(g)        Liens granted to the Administrative Agent, for the ratable benefit of the Secured Parties, under this Agreement or any other Loan Document;

(h)        purchase money liens for fixed or capital assets acquired in the ordinary course of business, including obligations with respect to Capital Leases; provided in each case (i) no Default or Event of Default shall have occurred and be continuing or shall occur after giving effect to such lien, (ii) such purchase money lien does not exceed 100% of the purchase price of and encumbers only, the asset acquired and (iii) such purchase money Lien does not secure any Indebtedness other than in respect of the purchase price of the asset acquired;

(i)        [Intentionally Omitted];

(j)        Liens granted to JPMorgan Chase Bank, N.A. on the real property acquired with the proceeds of the mortgage indebtedness permitted pursuant to Section 6.02(j);

(k)        [Intentionally Omitted];

(l)        the Pilot Mortgage;

(m)        Liens on Equity Interests in joint ventures arising solely under the organizational documents for such joint ventures and not debt for borrowed money;

(n)        Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(o)        any Lien existing on any property or asset (other than Accounts and Inventory (each as defined in the Security Agreement)) prior to the acquisition thereof by the Borrower or any

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Subsidiary or existing on any property or asset (other than Accounts and Inventory (each as defined in the Security Agreement)) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be;

(p)        mechanics, suppliers and other like Liens in connection with the renovations of the premises at 4 Tri Harbor Court, Port Washington, New York, provided that such Liens secure amounts not overdue for a period of more than 30 days and such Liens do not materially impair the use of such premises;

(q)        judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under clause (h) of Article VII; and

(r)        other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed $1,000,000.

SECTION 6.02. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

(a)        Indebtedness incurred prior to the date hereof as described in Schedule 6.02 attached hereto including any renewals, refinancings or extensions thereof; provided such renewals, refinancings or extensions do not result in an increase in the aggregate principal amount of such Indebtedness;

(b)        the Secured Obligations;

(c)        Indebtedness for trade payables incurred in the ordinary course of business provided such payables shall be paid or discharged when due;

(d)        Indebtedness consisting of guarantees permitted pursuant to Section 6.03;

(e)        Subordinated Indebtedness approved in writing by the Required Lenders; provided that no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to the incurrence of such Subordinated Indebtedness;

(f)        Indebtedness secured by purchase money liens as permitted under Section 6.01(h); provided that such Indebtedness incurred in any fiscal year of the Borrower shall not exceed $2,000,000;

(g)        unsecured Indebtedness of Foreign Subsidiaries to (i) Deutsche Bank, in an amount not to exceed 14,000,000 Euros, in the aggregate, at any time, or (ii) any other financial institution in respect of any unsecured Indebtedness that is in exchange for or replacement of the Indebtedness referred to in the immediately preceding clause (i);

(h)        Indebtedness assumed in connection with any Permitted Acquisition, provided that such Indebtedness shall be unsecured (or secured solely to the extent permitted by Section 6.01(o)) and shall not exceed $15,000,000, in the aggregate, with respect to all Permitted Acquisitions;

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(i)        Indebtedness arising under Capital Leases; provided that the aggregate amount of such Indebtedness incurred in any fiscal year of the Borrower shall not exceed $5,000,000;

(j)        commercial mortgage indebtedness owing to JPMorgan Chase Bank, N.A. in an amount not to exceed $4,000,000 secured by the premises located at 4 Tri Harbor Court, Port Washington, New York;

(k)        Indebtedness owing from one Loan Party to another Loan Party and other Indebtedness to the extent the corresponding investment is permitted under Section 6.06;

(l)        Indebtedness consisting of loans and advances permitted pursuant to Sections 6.06(d) and 6.06(f);

(m)        unsecured Indebtedness, not to exceed $6,000,000 in the aggregate (exclusive of the portion thereof for which Arsynco is entitled to reimbursement from BASF Corporation pursuant to the terms of the Settlement Agreement dated July 19, 2009 by and between Arsynco and BASF Corporation), with respect to performance bonds or surety bonds required under the “ISRA Remediation Approval” under Industrial Site Recovery Act Case No. E93024 and the U.S. Environmental Protection Agency approval of a Risk Based Clean Up/Disposal of Polychlorinated Biphenyl Remediation Waste. Both approvals are in reference to Asrynco Inc.’s property at 511 13th Street, Carlstadt, New Jersey also being known and designated as Block 91, Lot 1 on the Tax Map of the borough of Carlstadt, New Jersey;

(n)        [Intentionally Omitted];

(o)        [Intentionally Omitted];

(p)        Indebtedness in respect of performance bonds, bid bonds, appeal bonds, custom bonds, surety bonds and completion guarantees and similar obligations, in each case outstanding on the Effective Date or otherwise provided in the ordinary course of business of the Loan Parties or consistent with past practices prior to the Effective Date, including those incurred to secure health, safety, insurance and environmental obligations in the ordinary course of business or consistent with past practices prior to the Effective Date;

(q)        unsecured Indebtedness of the Borrower (including unsecured Subordinated Indebtedness to the extent subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent), to the extent not otherwise permitted under this Section 6.02; provided that (i) both immediately prior to and after giving effect (including pro forma effect) thereto, (1) no Default or Event of Default shall exist or would result therefrom, and (2) the Total Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Total Net Leverage Ratio permitted under Section 6.12(a) at such time minus 0.25 to (y) 1.00 (and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect in respect of the requirements set forth in this clause (i), together with all relevant financial information and calculations requested by the Administrative Agent in respect thereof), (ii) such Indebtedness matures after (other than with respect to the 2015 Convertible Notes, in respect of which the foregoing maturity (but not, for the avoidance of doubt, the following scheduled amortization or scheduled payments) restriction shall not apply), and does not require any scheduled amortization or other scheduled payments of principal prior to, the date that is 181 days after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale or other fundamental change nor (y) any early conversion of any such Indebtedness evidenced by Permitted Convertible Notes in accordance with the terms thereof shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Borrower other than the Loan Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured

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Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) the covenants applicable to such Indebtedness are not more onerous or more restrictive in any material respect (taken as a whole) than the applicable covenants set forth in this Agreement and (v) the aggregate outstanding principal amount of Indebtedness permitted by this clause (q) shall not exceed $200,000,000 at any time;

(r)        other unsecured Indebtedness in an aggregate outstanding principal amount not in excess of $3,000,000 at any time;

(s)        the Deferred Payment Amount in an aggregate principal amount not to exceed $50,000,000;

(t)        any earn-out obligations under the Citron Purchase Agreement in an aggregate principal amount not to exceed $50,000,000; and

(u)        unsecured Indebtedness in the form of seller financing, deferred compensation and/or earn-out obligations which may become due and payable in connection with a Permitted Acquisition or any other acquisition consented to by the Required Lenders in accordance with the terms and provisions of this Agreement; provided that at the time such Indebtedness is reflected as a liability on the balance sheet of the Borrower in accordance with GAAP, (1) no Default or Event of Default shall exist or would result therefrom and (2) the Total Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Total Net Leverage Ratio permitted under Section 6.12(a) at such time minus 0.25 to (y) 1.00 (and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect in respect of the requirements set forth in this proviso, together with all relevant financial information and calculations requested by the Administrative Agent in respect thereof).

SECTION 6.03. Guarantees. No Loan Party will, nor will it permit any Subsidiary to, make any Guarantee, except:

(a)        Guarantees executed on or prior to the date hereof as described on Schedule 6.03 attached hereto but not including any renewals or extension thereof;

(b)        endorsements of negotiable instruments for collection or deposit in the ordinary course of business;

(c)        Guarantees of any Indebtedness under this Agreement or any other Loan Document;

(d)        Guarantees by any Loan Party of any Indebtedness permitted pursuant to clauses (e), (f), (g), (h), (i), (j), (m), (n), (o), (p) and (q) of Section 6.02 hereof;

(e)        Guarantees of the obligations of Aceto Realty LLC under the Lease and the Pilot Mortgage; and

(f)        other Guarantees not to exceed $2,500,000 at any one time outstanding.

SECTION 6.04. Sale of Assets. No Loan Party will, nor will it permit any Subsidiary to, sell, assign, lease, transfer or otherwise dispose of any of their now owned or hereafter acquired respective properties and assets, whether or not pursuant to an order of a federal agency or commission, except for:

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(a)        the sale of inventory disposed of in the ordinary course of business;

(b)        the sale or other disposition of used, obsolete, worn out or surplus equipment or property in the ordinary course of their business;

(c)        the sale (including any option for purchase) or lease of Arsynco Inc.’s real property and improvements located at Carlstadt, New Jersey;

(d)        dispositions of investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and

(e)        sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section 6.04, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (e) shall not exceed $10,000,000 during any fiscal year of the Borrower.

SECTION 6.05. Sale of Receivables. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Borrower or any of its Subsidiaries, with or without recourse, except for sales, transfers and dispositions of accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof, in each case in the ordinary course of business.

SECTION 6.06. Loans; Investments and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, make or commit to make any advance, loan, extension of credit, or capital contribution to, or purchase or hold beneficially any stock or other securities, or evidence of Indebtedness of, purchase or acquire all or a substantial part of the assets of, purchase assets for aggregate consideration in excess of $15,000,000 in a single transaction or series of related transactions (other than purchases of inventory in the ordinary course of business) from, make or permit to exist any interest whatsoever in, any other Person except for:

(a)        the ownership of stock of any Subsidiaries existing as of the Effective Date or acquired or created after the date hereof, provided the Loan Parties has complied with their obligations under Section 5.09 with respect to such Subsidiary:

(b)        Eligible Investments;

(c)        Permitted Acquisitions;

(d)        investments, loans or advances made on or after the Effective Date by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount not to exceed $7,500,000 at any time outstanding;

(e)        investments, loans or advances made on or after the Effective Date by the Loan Parties in Subsidiaries that are Loan Parties;

(f)        loans and advances to customers, suppliers and/or vendors of any Loan Party, provided the aggregate principal amount of all such loans and advances shall not exceed $3,000,000 at any time outstanding;

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(g)        investments, loans and advances by Subsidiaries that are not Loan Parties to other Subsidiaries that are not Loan Parties;

(h)        the Citron Acquisition;

(i)        investments in joint ventures not in excess of $10,000,000 in the aggregate at any time outstanding; provided that if any investment pursuant to this clause (i) is made in any person that is not a Subsidiary of Borrower at the date of the making of such investment and such person becomes a Guarantor after such date, such investment shall thereafter be deemed to cease to have been made pursuant to this clause (i);

(j)        the Borrower’s entry into (including any payments of premiums in connection therewith), and performance of obligations under, Permitted Call Spread Swap Agreements in accordance with their terms; and

(k)        other investments, loans and advances in an aggregate amount not to exceed $5,000,000 at any time outstanding.

SECTION 6.07. Nature of Business. No Loan Party will, nor will it permit any Subsidiary to, change or alter, in any material respect, the nature of its business from the nature of the business engaged in by it on the date hereof, and businesses ancillary or reasonably related thereto.

SECTION 6.08. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, except as contemplated by the IDA Transaction, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, whether real or personal, used or useful in its business, whether now owned or hereafter acquired, of it or any of its Subsidiaries, if the aggregate sales price of all such assets sold or transferred during the term of this Agreement exceeds $250,000, and at the time of such sale or disposition it intends to lease or otherwise acquire the right to use or possess (except by purchase) such property or like property for a substantially similar purpose.

SECTION 6.09. Federal Reserve Regulations. No Loan Party will, nor will it permit any Subsidiary to, permit any Loan or the proceeds of any Loan to be used for any purpose which violates or is inconsistent with the provisions of Regulation T, U or X of the Board.

SECTION 6.10. Accounting Policies and Procedures. No Loan Party will, nor will it permit any Subsidiary to, except as required by applicable law, rule or regulation, permit any change in the accounting policies and procedures of the Borrower or any of its Subsidiaries, including a change in fiscal year; provided that any Foreign Subsidiary may change its fiscal year to reflect a fiscal year ending on June 30th of each year; provided, further, that any policy or procedure required to be changed by the Financial Accounting Standards Board (or other board or committee thereof) in order to comply with GAAP may be so changed.

SECTION 6.11. Limitations on Fundamental Changes. No Loan Party will, nor will it permit any Subsidiary to, merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now or hereafter acquired) to, any Person, acquire all of the stock or all or substantially all of the assets or the business of any Person (except pursuant to the Citron Acquisition or a Permitted Acquisition) or liquidate, wind up or dissolve or suffer any liquidation or dissolution, except if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary into or with any Loan Party in a transaction in which the surviving or resulting entity is or becomes a Loan Party, (ii) the merger, consolidation or amalgamation of any Subsidiary that is not a Loan Party into or with any other

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Subsidiary that is not a Loan Party, and (iii) the liquidation or dissolution or change in form of entity of any Subsidiary, if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and the assets of such Subsidiary, if a Loan Party, are distributed solely to one or more Loan Parties.

SECTION 6.12. Financial Covenants.

(a)        Maximum Total Net Leverage Ratio. The Borrower will not permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Total Funded Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than (x) prior to the last day of the fourth full fiscal quarter following the Effective Date, 4.50 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”); provided that if, after the Covenant Step-Down Date, (x) any Permitted Acquisition (for the avoidance of doubt, other than the Citron Acquisition) is consummated in accordance with the terms of this Agreement and (y) the aggregate cash consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisition, the “Trigger Acquisition”), then the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall increase to 4.50 to 1.00 for the quarter in which such acquisition is consummated and the three consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”); provided, further, that it is understood and agreed that (x) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall revert to 4.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above.

(b)        Maximum Senior Secured Net Leverage Ratio. The Borrower will not permit the ratio (the “Senior Secured Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Total Funded Senior Secured Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 3.00 to 1.00; provided that if, after the Covenant Step-Down Date, any Trigger Acquisition is consummated, then the maximum Senior Secured Net Leverage Ratio permitted under this Section 6.12(b) shall increase to 3.25 to 1.00 for the Adjusted Covenant Period in respect of such Trigger Acquisition; provided, further, that it is understood and agreed that (x) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, the maximum Senior Secured Net Leverage Ratio permitted under this Section 6.12(b) shall revert to 3.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above.

(c)        Minimum Debt Service Coverage Ratio. The Borrower will not permit the ratio (the “Debt Service Coverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Adjusted EBITDA, plus, without duplication, non-cash unrealized losses in connection with Swap Agreements, minus (b) the sum of (1) Unfinanced Capital Expenditures, plus (2) dividends, distributions, stock repurchases and redemptions, in each case paid in cash, plus (3) cash taxes paid with respect to income or profit for such period, including state, federal, franchise, gross receipts and margins and similar taxes, plus (4) non-cash unrealized gains in connection with Swap Agreements, in each case for the period of four (4) consecutive fiscal quarters ending with the

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end of such fiscal quarter, to (ii) the sum of (a) Consolidated Interest Expense paid or payable in cash (including, without limitation, interest expense that is paid or payable in cash on the Deferred Payment Amount) for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, plus (b) the scheduled installments of principal on all Indebtedness (including Capital Leases) excluding any bullet due at maturity thereof, for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter (provided that for purposes of calculating the scheduled installments of principal in respect of the Initial Term Loan for each of the fiscal quarters ending March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, such scheduled installments of principal shall be deemed to be $3,750,000 for each such quarter), plus (c) earn-outs and deferred acquisition consideration and payments in respect thereof, for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be less than 2.00 to 1.00.

SECTION 6.13. Subordinated Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly prepay, defease, purchase, redeem, or otherwise acquire any Subordinated Indebtedness (other than interest and principal payments in respect of the Deferred Payment Amount to the extent expressly permitted pursuant to the terms of the Seller Subordination Agreement) or amend, supplement or otherwise modify any of the terms thereof without the prior written consent of the Required Lenders.

Notwithstanding the foregoing, this Section 6.13 shall not apply to any direct or indirect prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment with respect to any Permitted Convertible Notes pursuant to their terms unless such prepayment, redemption, repurchase, conversion, settlement, amendment, modification, supplement or adjustment results from a default thereunder or an event of the type that constitutes an Event of Default.

SECTION 6.14. Restricted Payments. No Loan Party will, nor will it permit any Subsidiary to, declare any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of stock of the Borrower or any of its Subsidiaries or any warrant to purchase any class of stock of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash, securities or property or in obligations of the Borrower or any of its Subsidiaries or in any combination thereof, or permit any Affiliate to make any payment on account of, or purchase or otherwise acquire, any shares of any class of the stock of the Borrower or any of its Subsidiaries or any warrant to purchase any class of stock of the Borrower or any of its Subsidiaries from any Person (any of the foregoing, a “Restricted Payment”); provided

(a)        if (i) no Default or Event of Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto, and (ii) at the time of and immediately after giving effect (including giving effect on a pro forma basis) thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12(a), (b) and (c), the Borrower may make quarterly dividends and distributions to its shareholders which have been approved by the Board of Directors of the Borrower, consistent with past practices of the Borrower prior to the Effective Date;

(b)        if no Default or Event of Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto, the Borrower may make repurchases of its capital stock in an amount not to exceed (i) $10,000,000 plus (ii) an unlimited amount so long as in the case of this clause (ii) after giving effect (including giving effect on a pro forma basis) thereto (A) the Total Net Leverage Ratio is less than or equal to 3.25 to 1.00 and (B) the Senior Secured Net Leverage Ratio is less than or equal to 2.25 to 1.00;

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(c)        any wholly-owned Domestic Subsidiary of the Borrower may make dividends or distributions to its shareholders or members; and

(d)        any Foreign Subsidiary at least 70% of the outstanding Equity Interests of which is owned by the Borrower and/or its Subsidiaries may make dividends or distributions to its shareholders or members.

Notwithstanding the foregoing, and for the avoidance of doubt, (i) the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on, or required payment of any interest with respect to, any Permitted Convertible Notes, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Notes, shall not constitute a Restricted Payment; provided that, to the extent both (a) the aggregate amount of cash payable upon conversion or payment of any Permitted Convertible Note (excluding any required payment of interest with respect to such Permitted Convertible Note and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (b) such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the Bond Hedge Transactions constituting Permitted Call Spread Swap Agreements relating to such Permitted Convertible Note (including, for the avoidance of doubt, the case where there is no Bond Hedge Transaction constituting a Permitted Call Spread Swap Agreement relating to such Permitted Convertible Note), the payment of such excess cash (any such payment, a “Cash Excess Payment”) shall constitute a Restricted Payment notwithstanding this clause (i); and (ii) any required payment with respect to, or required early unwind or settlement of, any Permitted Call Spread Swap Agreement, in each case, in accordance with the terms of the agreement governing such Permitted Call Spread Swap Agreement shall not constitute a Restricted Payment; provided that, to the extent cash is required to be paid under a Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Borrower (or its Affiliate) (including in connection with the exercise and/or early unwind or settlement thereof), the payment of such cash (any such payment, a “Cash Settlement Payment”) shall constitute a Restricted Payment notwithstanding this clause (ii). Notwithstanding the foregoing, the Borrower may make Restricted Payments in respect of Cash Excess Payments and/or Cash Settlement Payments so long as (1) no Default or Event of Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto, (2) at the time of and immediately after giving effect (including giving effect on a pro forma basis) thereto (A) the Borrower is in compliance with the financial covenants set forth in Sections 6.12(a), (b) and (c) and (B) (I) the Total Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Total Net Leverage Ratio permitted under Section 6.12(a) at such time minus 0.25 to (y) 1.00, and (II) the Senior Secured Net Leverage Ratio is less than or equal to a ratio equal to (x) the numerator of the maximum Senior Secured Net Leverage Ratio permitted under Section 6.12(b) at such time minus 0.25 to (y) 1.00, and (3) at the time of and immediately after giving effect (including giving effect on a pro forma basis) thereto, the sum of Liquidity and the undrawn portion of the Revolving Commitments at such time shall not be less than $20,000,000.

Notwithstanding the foregoing, the Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares of the Borrower’s common stock and/or a different series of Permitted Convertible Notes (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that does

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not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of the Borrower’s common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted under this Section 6.14 to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Call Spread Swap Agreements, if any, corresponding to such Permitted Convertible Notes that are so repurchased, exchanged or converted.

SECTION 6.15. Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate (other than any Loan Party), except in the ordinary course of and pursuant to the reasonable requirements of the Borrower or any of its Subsidiaries’ business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than they would obtain in a comparable arms-length transaction with a Person not an Affiliate (other than any Loan Party).

SECTION 6.16. Governmental Regulation. No Loan Party will, nor will it permit any Subsidiary to, (i) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits any Lender from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties, or (ii) fail to provide documentary and other evidence of the Loan Parties’ identity as may be requested by Lender at any time to enable Lender to verify any Loan Party’s identity or to comply with any applicable law or regulation, including, without limitation, the USA PATRIOT Act.

SECTION 6.17. Hazardous Materials. Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, no Loan Party will, nor will it permit any Subsidiary to, cause or permit any of its properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce or process Hazardous Materials, except in compliance with all applicable federal, state and local laws or regulations, or cause or permit, a release of Hazardous Materials onto such property or asset or onto any other property in violation of any such local laws or regulations.

SECTION 6.18. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.18 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder and customary provisions in joint venture agreements, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this

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Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

SECTION 6.19. Amendments to Citron Purchase Agreement and Employment Agreement. No Loan Party will, nor will it permit any Subsidiary to, consent to any amendment, modification or waiver to the Citron Purchase Agreement and the Ancillary Agreements (as defined in the Citron Purchase Agreement) or the definition of “Cause” in the Employment Agreement, in each case that could reasonably be expected to have a material adverse effect on the Lenders including, without limitation, Section 1.15 of the Citron Purchase Agreement and any other definitions or other sections of the Citron Purchase Agreement directly related to the Deferred Payment Amount.

SECTION 6.20. Minimum Liquidity. So long as the 2015 Convertible Notes remain outstanding, during the period commencing on the date that occurs 181 days prior to the maturity date of the 2015 Convertible Notes (the “2015 Convertible Maturity Date”) and ending on the 2015 Convertible Maturity Date, the Loan Parties shall not permit the sum of Liquidity and the undrawn portion of the Revolving Commitments to be less than the Required Amount; provided, however, that the Borrower shall not be required to comply with this Section 6.19 if it shall have demonstrated to the reasonable satisfaction of the Administrative Agent (acting in consultation with the Required Lenders) that the Borrower has made and shall maintain alternative arrangements (such as, without limitation, binding refinancing commitments or satisfactory hedging arrangements) to provide for the repayment and/or refinancing in full of the 2015 Convertible Notes on or prior to the 2015 Convertible Maturity Date. As used herein, “Required Amount” means, at any time, the sum of (x) the aggregate outstanding principal amount of the 2015 Convertible Notes at such time and (y) $20,000,000.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)        the Borrower shall fail to pay the principal of, or interest on, any Loan, any reimbursement obligations with respect to any LC Disbursement, or any fee or other amount due under this Agreement, as and when due and payable;

(b)        any Loan Party shall fail to observe or perform (i) any covenant, condition or agreement of the Borrower or any of its Subsidiaries to be performed pursuant to Section 5.01 (with respect to a Loan Party’s existence), 5.05(b), 5.08, 5.09 or Article VI of this Agreement or (ii) any other covenant, condition or agreement of the Borrower or any of its Subsidiaries to be performed pursuant to this Agreement or any other Loan Document (other than those specified in clause (a) of this Article VII) and, in the case of this clause (b)(ii), such default, if capable of cure, shall continue unremedied for a period of thirty (30) days from the date of such default;

(c)        any representation or warranty made or deemed made in this Agreement or any other Loan Document shall prove to be false or misleading in any material respect when made or given or when deemed made or given;

(d)        any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, in each case when and as the same shall become due and payable;

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(e)        any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice but after the expiration of any applicable grace or cure periods provided for in the applicable agreement or instrument under which such Indebtedness was created) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (e) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any redemption, exchange, repurchase, conversion or settlement with respect to any Permitted Convertible Notes, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant to their terms unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default or (iii) any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement, or satisfaction of any condition giving rise to or permitting the foregoing, in accordance with the terms thereof where neither the Borrower nor any of its Affiliates is the “defaulting party” (or substantially equivalent term) under the terms of such Permitted Call Spread Swap Agreement;

(f)        an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(g)        any Loan Party or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (f) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Material Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) take any action for the purpose of effecting any of the foregoing clauses (i) through (v), or (vii) become unable or admit in writing its inability or fail generally to pay its debts as they become due;

(h)        one or more orders, judgments or decrees for the payment of money in excess of $10,000,000 in the aggregate (not fully covered, but subject to customary deductibles, by insurance coverage provided by a creditworthy unaffiliated insurer that has not denied coverage) shall be rendered against the Borrower or any of its Subsidiaries and the same shall not have been paid in accordance with such judgment, order or decree or settlement and either (i) an enforcement proceeding shall have been commenced by any creditor upon such judgment, order or decree, or (ii) there shall have been a period of forty-five (45) consecutive days with respect to the Borrower or any Domestic Subsidiary or ninety (90) consecutive days with respect to any Foreign Subsidiary during which a stay of enforcement of such judgment, order or decree, by reason of pending appeal or otherwise, was not in effect;

(i)        (I) any Plan shall fail to maintain the minimum funding standard required for any Plan year or part thereof or a waiver of such standard or extension of any amortization period is applied for or granted under Section 412 of the Code, (II) any Plan is terminated by the Borrower or any ERISA Affiliate or the subject of termination proceedings under ERISA, (III) a Reportable Event shall have

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occurred with respect to a Plan, or (IV) the Borrower, any of its Subsidiaries or any ERISA Affiliate shall have incurred a liability to or on account of a Plan under Section 515, 4062, 4063, 4201 or 4204 of ERISA; and the occurrence of any such event described in the foregoing clauses (I) through (IV), when taken together with all other events described in the foregoing clauses (I) through (IV) that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(j)        any material provision of any Loan Document shall for any reason cease to be in full force and effect in accordance with its terms or the Borrower or any of its Subsidiaries shall so assert in writing;

(k)        (i) a Change in Control shall have occurred or (ii) the occurrence of a “Fundamental Change” and/or “Make-Whole Fundamental Change” (each howsoever defined) under any indenture governing Permitted Convertible Notes;

(l)        any of the Liens purported to be granted pursuant to any Collateral Document shall fail or cease for any reason to be legal, valid and enforceable liens on the Collateral purported to be covered thereby or shall fail or cease to have the priority purported to be created thereby;

(m) (i) the subordination provisions of the documents evidencing or governing any Subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Secured Parties or (C) that all payments of principal of, or premium and interest on, the applicable Subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions; or

(n)        the occurrence or existence of any default or other similar condition or event (however described) with respect to any Swap Agreement with a Swap Agreement Provider;

then, and in every such event (other than an event with respect to any Loan Party described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to any Loan Party described in clause (f) or (g) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

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ARTICLE VIII

The Administrative Agent

SECTION 8.01. Appointment. On the Effective Date, JPMorgan Chase Bank, N.A., as administrative agent under the Existing Credit Agreement (in such capacity, the “Resigning Agent”) hereby resigns as the administrative agent under the Existing Credit Agreement and the other loan documents executed in connection therewith and each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Banks hereby grant to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Banks), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The parties hereto agree that Wells Fargo, in its capacity as the Administrative Agent hereunder as of the Effective Date and each lender not a party to the Existing Credit Agreement, shall bear no responsibility or liability for (a) any liabilities or obligations arising from any act or omission of the Resigning Agent on or prior to the Effective Date or (b) any event, circumstance, condition, or action, existing on or prior to the Effective Date, with respect to the Existing Credit Agreement or the transactions contemplated thereby.

SECTION 8.02. Rights as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or any Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03. Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any

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applicable bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any applicable bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity and (d) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Institution. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02 and Article VII) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 8.04. Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05. Actions through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers under the Loan Documents by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-

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agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 8.06. Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a Lender with an office in New York, New York, or an Affiliate of any such Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

SECTION 8.07. Non-Reliance.

(a)        Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or

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securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the U.S. securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

(b)        Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

SECTION 8.08. Other Agency Titles. None of the Lenders, if any, identified in this Agreement as a syndication agent, documentation agent or managing agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as syndication agent, documentation agent or managing agent as it makes with respect to the Administrative Agent in the preceding paragraph.

SECTION 8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.

(a)        The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

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(b)        In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.

SECTION 8.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any applicable bankruptcy, reorganization, moratorium, insolvency and similar laws or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)        to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 2.12 or Section 9.03) allowed in such judicial proceeding; and

(b)        to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.12 or Section 9.03.

SECTION 8.11. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.

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ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.

(a)         Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(i)          if to the Borrower, to it at 4 Tri Harbor Court, Port Washington, New York 11050, Attention of Douglas Roth, Chief Financial Officer (Telecopy No. (516) 627-6093; Telephone No. (516) 627-6000);

(ii)         if to the Administrative Agent or to Wells Fargo Bank, National Association, in its capacity as an Issuing Bank or Swingline Lender, to Wells Fargo Bank, National Association, MAC D1109-019, 1525 West W.T. Harris Blvd., Charlotte, North Carolina 28262, Attention: Syndication Agency Services; and

(iii)        if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below shall be effective as provided in such paragraph.

(b)         Notices and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.

(c)         Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other

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communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(d)        Electronic Systems.

(i)        Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii)        Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan Parties, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

(iii)        The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time on the Platform, including that portion of any Electronic System that is designated for “public side” Lenders and/or (B) provide such list of Disqualified Institutions to each Lender requesting the same.

SECTION 9.02. Waivers; Amendments.

(a)        No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

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(b)        Except as provided in Section 2.23 with respect to an Incremental Amendment, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)), (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (D) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (F) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (G) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (H) except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks). The Administrative Agent may also amend Schedule 2.01 to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (A), (B) or (C) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

(c)        The Lenders and the Issuing Banks hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of

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constitutes 100% of the Equity Interests of a Subsidiary or 100% of the assets owned by such Subsidiary, and the Administrative Agent is hereby authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

(d)        If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, the Administrative Agent and the Issuing Banks shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

(e)        Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Term Loans pursuant to an Incremental Amendment) to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Initial Term Loan, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

(f)        Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a)        The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers and their Affiliates (limited, in the case of counsel, to the reasonable fees, charges and disbursements of one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, the Lead Arrangers and their Affiliates) in

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connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or any Lender and all reasonable out-of-pocket expenses incurred by advisors and other professionals hired by the Administrative Agent (limited, in the case of counsel, to the fees, charges and disbursements of one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent and the Issuing Banks and one additional counsel for all of the Lenders and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

(A)        appraisals and insurance reviews;

(B)        field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;

(C)        background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent;

(D)        Taxes, fees and other charges for (i) lien and title searches and title insurance and (ii) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(E)        sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

(F)        forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing fees, costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

(b)        The Borrower shall indemnify the Administrative Agent, the Issuing Banks, the Lead Arrangers and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii)

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any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.17 or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) a material breach in bad faith by such Indemnitee of its express obligations under the Loan Documents pursuant to a claim initiated by the Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c)        To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swingline Lender or any Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or such Issuing Bank (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or such Issuing Bank in its capacity as such.

(d)        To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)        All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any

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Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)        (i)        Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)        the Borrower; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B)        the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of (i) a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; or (ii) Revolving Loans or Revolving Commitments to a Revolving Lender, an affiliate of a Revolving Lender or a Revolving Lender Approved Fund; and

(C)        the Issuing Banks and the Swingline Lender, provided that no consent of the Issuing Banks or the Swingline Lender shall be required for an assignment of all or any portion of (i) a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; or (ii) Revolving Loans or Revolving Commitments to a Revolving Lender, an affiliate of a Revolving Lender or a Revolving Lender Approved Fund.

(ii)        Assignments shall be subject to the following additional conditions:

(A)        except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B)        each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C)        the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee will be payable in connection with simultaneous assignments to two or more related Affiliates or Approved Funds by a Lender; and

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(D)        the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws.

For the purposes of this Section 9.04(b), the terms “Approved Fund”, “Ineligible Institution”, and “Revolving Lender Approved Fund” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution” means a (a) natural person, (b) a Defaulting Lender or its Lender Parent, (c) company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business; provided that upon the occurrence of an Event of Default, any Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Aggregate Credit Exposure or Commitments, as the case may be, (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party or (e) subject to the terms of Section 9.04(d), a Disqualified Institution.

“Revolving Lender Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Revolving Lender, (b) an Affiliate of a Revolving Lender or (c) an entity or an Affiliate of an entity that administers or manages a Revolving Lender.

(iii)        Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

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(iv)        The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)        Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)        Any Lender may, without the consent of the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17 with respect to any participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

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Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)        (i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (d)(i) shall not be void, but the other provisions of this clause (d) shall apply.

(ii)        If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights and obligations under this Agreement to one or more Persons meeting the requirements of this Section 9.04 at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations of such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

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(iii)        Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan or reorganization or plan of liquidation, (2) if such Disqualified Institution does vote on such plan or reorganization or plan of liquidation notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the United States Bankruptcy Code (or any similar provision in any other federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the United States Bankruptcy Code (or any similar provision in any other federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect) and (3) not to contest any request by any party for a determination by the applicable bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv)       Upon an inquiry by any Lender to the Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified Institution, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that the Administrative Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring, enforcing, or inadvertently disclosing information from, the list of Disqualified Institutions, and the Borrower agrees to indemnify the Administrative Agent for any loss, cost or expense arising from any assignment to a Disqualified Institution (and, if the Borrower shall have consented to such an assignment or participation, then such assignee shall be deemed to not be a Disqualified Institution for purposes of that specific assignment only).

(e)        Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect

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representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b)        Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a)        The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York.

(b)        Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)        Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)        Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,

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including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein.

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Anything contained in this Agreement to the contrary notwithstanding, neither any Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.

SECTION 9.15. Disclosure. Each Loan Party, each Lender and each Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective Affiliates.

SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.18. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ

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from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.19. Marketing Consent. The Borrower hereby authorizes the Administrative Agent, the Lead Arrangers and their respective affiliates (collectively, the “Marketing Parties”), at their respective sole expense, but without any prior approval by the Borrower, to include the Borrower’s name and logo in advertising slicks posted on its internet site, in pitchbooks or sent in mailings to prospective customers and to give such other publicity in this Agreement containing only information that has already been publicly disclosed as each may from time to time determine in its sole discretion. Notwithstanding the foregoing, the Marketing Parties shall not publish the Borrower’s name in a newspaper or magazine without obtaining the Borrower’s prior written approval. The foregoing authorization shall remain in effect unless the Borrower notifies the Administrative Agent and the Lead Arrangers in writing that such authorization is revoked.

SECTION 9.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent that liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)        the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)        the effects of any Bail-In Action on any such liability, including, if applicable:

(i)          a reduction in full or in part or cancellation of any such liability;

(ii)         a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)        the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

ARTICLE X

Loan Guaranty

SECTION 10.01. Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times

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thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, any Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03. No Discharge or Diminishment of Loan Guaranty.

(a)        Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.

(b)        The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c)        Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay,

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willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Borrower, any Loan Guarantor or any other Obligated Party, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the Lenders.

SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Banks and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.

SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

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SECTION 10.08. Termination. Each of the Lenders and the Issuing Banks may continue to make loans or extend credit to the Borrower based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under clause (k) of Article VII hereof as a result of any such notice of termination. Notwithstanding anything to the contrary contained in the Loan Documents, this Loan Guaranty and the provisions of this Section 10.08 shall terminate with respect to each Loan Guarantor on the date such Loan Guarantor is released from its obligations in respect of this Loan Guaranty in accordance with Section 9.02 or upon (i) the indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations, (ii) the cash collateralization of all Unliquidated Obligations (other than Unliquidated Obligations that have not yet arisen), (iii) the termination (or expiration) of all Commitments and Letters of Credit have terminated or expired and (iv) all Letters of Credit are cash collateralized on terms reasonably acceptable to the Administrative Agent and the relevant Issuing Banks.

SECTION 10.09. Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding been made.

SECTION 10.10. Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into account.

SECTION 10.11. Contribution.

(a)        To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and all Commitments and Letters of Credit have

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terminated or expired or, in the case of all Letters of Credit, are collateralized on terms reasonably acceptable to the Administrative Agent and the relevant Issuing Banks, and this Agreement, the Swap Agreement Obligations and the Banking Services Obligations have terminated, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b)        As of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.

(c)        This Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.

(d)        The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor or Loan Guarantors to which such contribution and indemnification is owing.

(e)        The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet arisen) and the termination or expiry (or, in the case of all Letters of Credit, full cash collateralization), on terms reasonably acceptable to the Administrative Agent and the relevant Issuing Banks, of the Commitments and all Letters of Credit issued hereunder and the termination of this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.

SECTION 10.12. Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.13. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LOAN PARTIES:
ACETO CORPORATION, as Borrower
By:	/s/ Douglas A. Roth
Name:	Douglas A. Roth
Title:	Chief Financial Officer
ACETO AGRICULTURAL CHEMICALS CORPORATION, as Guarantor
By:	/s/ Steven S. Rogers
Name:	Steven S. Rogers
Title:	Vice President and Secretary
PACK PHARMACEUTICALS, LLC, as Guarantor
By:	/s/ Salvatore J. Guccione
Name:	Salvatore J. Guccione
Title:	Chief Executive Officer
RISING PHARMACEUTICALS, INC., as Guarantor
By:	/s/ Salvatore J. Guccione
Name:	Salvatore J. Guccione
Title:	Chief Executive Officer
RISING HEALTH, LLC, as Guarantor
By:	/s/ Salvatore J. Guccione
Name:	Salvatore J. Guccione
Title:	Chief Executive Officer

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender, and as Administrative Agent, Swingline Lender and an Issuing Bank
By:	/s/ Kirk Tesch
Name:	Kirk Tesch
Title:	Managing Director

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

JPMORGAN CHASE BANK, N.A., individually as a Lender and an Issuing Bank
By:	/s/ Eileen Van der Waag
Name:	Eileen Van der Waag
Title:	Authorized Officer

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

CITIBANK, N.A., as a Lender
By:	/s/ Stuart N. Berman
Name:	Stuart N. Berman
Title:	Authorized Signatory

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

TD BANK, N.A., as a Lender
By:	/s/ Robert Ehrlich
Name:	Robert Ehrlich
Title:	Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

CITIZENS BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Robert Anastasio
Name:	Robert Anastasio
Title:	Senior Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

SANTANDER BANK, N.A., as a Lender
By:	/s/ Kristen Burke
Name:	Kristen Burke
Title:	Senior Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

BANK LEUMI USA, as a Lender
By:	/s/ Douglas J. Meyer
Name:	Douglas J. Meyer
Title:	Senior Vice President
By:	/s/ Martin A. Paniagua
Name:	Martin A. Paniagua
Title:	Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

BMO HARRIS BANK, N.A., as a Lender
By:	/s/ Joshua S. Hovermale
Name:	Joshua S. Hovermale
Title:	Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

BANKUNITED, N.A., as a Lender
By:	/s/ Christine Gerula
Name:	Christine Gerula
Title:	Senior Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ William Conlan
Name:	William Conlan
Title:	Senior Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Matthew Harrison
Name:	Matthew Harrison
Title:	Vice President

Aceto Corporation

Second Amended and Restated Credit Agreement

Signature Page

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of Aceto Corporation on Form S-3 (No. 333-207394) and Form S-8 (Nos. 333-209693, 333-187353, 333-174834, 333-149586, 333-90929 and 333-110653) of our report dated July 28, 2016, on our audits of the financial statements of Citron Pharma LLC as of December 31, 2015 and 2014 and each of the years then ended, and our report dated July 15, 2015, on our audits of the financial statements of Citron Pharma LLC as of December 31, 2014 and 2013 and for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013, which reports are included in this Form 8-K to be filed on or about December 21, 2016. Our reports include an emphasis of matter paragraph about Citron Pharma LLC’s first commercial products and prices charged during the exclusivity period.

/s/ EisnerAmper LLP

Iselin, New Jersey

December 21, 2016

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of Aceto Corporation on Form S-3 (No. 333-207394) and Form S-8 (Nos. 333-209693, 333-187353, 333-174834, 333-149586, 333-90929 and 333-110653) of our report dated September 16, 2016, on our audits of the financial statements of Lucid Pharma LLC as of December 31, 2015 and 2014 and each of the years then ended, and our report dated September 16, 2016, on our audits of the financial statements of Lucid Pharma LLC as of December 31, 2014 and 2013 and for the years then ended, which reports are included in this Form 8-K to be filed on or about December 21, 2016.

/s/ Ram Associates

Hamilton, New Jersey

December 21, 2016

EX-99.1

Exhibit 99.1

INDEPENDENT AUDITORS' REPORT

To the Members of

Citron Pharma LLC

Report on the Financial Statements

We have audited the accompanying financial statements of Citron Pharma LLC (the "Company"), which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, comprehensive income, changes in members' capital, and cash flows for each of the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Citron Pharma LLC as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years then ended in accordance with accounting principles generally accepted in the United States of America. 

Emphasis of Matter

As described in Note A, one of the Company's first commercial products, Duloxetine, was one of a few generic products approved for sale for such drug for the period December 2013 to June 2014, and accordingly, the prices charged to customers were significantly higher during this shared exclusivity period than the prices that were charged after competitive generic equivalent products were introduced into the market. Duloxetine comprised a majority of the Company's sales for all periods presented.

/s/ EisnerAmper LLP

Iselin, New Jersey

July 28, 2016 

CITRON PHARMA LLC

Balance Sheets

	December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	15,072,110		$	80,232,999
Accounts receivable, net		20,492,611			19,541,476
Inventory, net		16,404,030			20,526,476
Prepaid expenses		80,000			348,075
Total current assets		52,048,751			120,649,026
Property and equipment, net		226,472			195,755
Other assets:
Investments - available for sale securities		19,821,559			39,783,476
Due from affiliates		273,389			18,904
Intangible assets, net		1,507,333			4,025,000
Deposits and other assets		10,815			30,815
Total assets	$	73,888,319		$	164,702,976
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Accounts payable	$	25,495,010		$	22,666,620
Accrued expenses		33,377,289			52,006,627
Total current liabilities		58,872,299			74,673,247
Members' capital		15,212,048			90,212,298
Accumulated other comprehensive loss		(196,028	)		(182,569	)
Total members' capital		15,016,020			90,029,729
Total liabilities and members' capital	$	73,888,319		$	164,702,976

See accompanying notes to financial statements 

3

CITRON PHARMA LLC

Statements of Operations

	Year Ended
	December 31,
	2015			2014
Net sales	$	116,876,000		$	291,540,645
Cost of goods sold, including gross contribution margin share of $23,365,217 and $111,114,801, respectively		66,420,940			138,501,974
Gross profit		50,455,060			153,038,671
Selling and marketing expenses		3,863,118			2,328,653
General and administrative expenses		8,406,375			8,402,147
Research and development		3,221,123			12,665,732
Total expenses		15,490,616			23,396,532
Income from operations		34,964,444			129,642,139
Other income (expense):
Interest income		410,427			685,616
Realized loss on investments - available for sale reclassified from accumulated other comprehensive loss		(101,294	)		-
Research and development refund		2,000,000			-
Total other income		2,309,133			685,616
Income before provision for income taxes		37,273,577			130,327,755
Provision for income taxes		600,000			2,021,938
Net income	$	36,673,577		$	128,305,817

See accompanying notes to financial statements 

4

CITRON PHARMA LLC

Statements of Comprehensive Income

	Year Ended
	December 31,
	2015			2014
Net income	$	36,673,577		$	128,305,817
Unrealized loss on investments - available for sale		(114,753	)		(182,569	)
Reclassification adjustment for loss on investments - available for sale		101,294			-
Total other comprehensive loss		(13,459	)		(182,569	)
Comprehensive income	$	36,660,118		$	128,123,248

See accompanying notes to financial statements 

5

CITRON PHARMA LLC

Statements of Changes in Members' Capital

				Accumulated
				Other			Total
	Members'			Comprehensive			Members'
	Capital			Loss			Capital
Balance, January 1, 2014	$	248,934		$	-		$	248,934
Contributions		534			-			534
Distributions		(38,342,987	)		-			(38,342,987	)
Net income		128,305,817			-			128,305,817
Unrealized loss on investments		-			(182,569	)		(182,569	)
Balance, December 31, 2014		90,212,298			(182,569	)		90,029,729
Distributions, including distributions of intangible assets totaling $598,500		(111,673,827	)		-			(111,673,827	)
Net income		36,673,577			-			36,673,577
Unrealized loss on investments - available for sale		-			(114,753	)		(114,753	)
Reclassification adjustment for loss on investments - available for sale		-			101,294			101,294
Balance, December 31, 2015	$	15,212,048		$	(196,028	)	$	15,016,020

See accompanying notes to financial statements 

6

CITRON PHARMA LLC

Statements of Cash Flows

	Year Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net income	$	36,673,577		$	128,305,817
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,967,932			2,815,822
Realized loss on sales of investments - available for sale		101,294			-
(Increase) decrease in:
Accounts receivable, net		(951,135	)		18,210,189
Inventory, net		4,122,446			(19,319,944	)
Prepaid expenses, deposits, and other assets		288,075			(369,540	)
Increase (decrease) in:
Accounts payable		2,828,390			(8,349,100	)
Accrued expenses		(18,629,338	)		39,197,003
Net cash provided by operating activities		26,401,241			160,490,247
Cash flows from investing activities:
Purchase of property and equipment		(79,482	)		(145,701	)
Due from affiliates		(254,485	)		-
Proceeds from sales of investments - available for sale		19,847,164			-
Purchases of investments		-			(39,966,045	)
Net cash provided by (used in) investing activities		19,513,197			(40,111,746	)
Cash flows from financing activities:
Repayment of member loans		-			(1,299,000	)
Repayment of advance		-			(600,000	)
Contributions by members		-			534
Distributions to members		(111,075,327	)		(38,342,987	)
Net cash used in financing activities		(111,075,327	)		(40,241,453	)
Net (decrease) increase in cash and cash equivalents		(65,160,889	)		80,137,048
Cash and cash equivalents, beginning of period		80,232,999			95,951
Cash and cash equivalents, end of period	$	15,072,110		$	80,232,999
Supplemental disclosures of cash flow information and non-cash activity:
Unrealized loss on investments - available for sale	$	114,753		$	182,569
Non-cash distribution of intangible assets	$	598,500		$	-
Supplemental disclosure of cash paid:
Income taxes	$	1,986,458		$	-

See accompanying notes to financial statements 

7

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note A - Organization and Nature of Operations

Citron Pharma LLC (the "Company", "Citron" or "we") is a privately held pharmaceutical company based in New Jersey focused on developing and marketing both branded and generic products in various therapeutic categories.

Citron was formed on January 7, 2013 and did its first commercial product launch on December 11, 2013.

One of the first products launched by Citron was Duloxetine. Duloxetine was one of a few generic products approved for sale to compete with the innovator drug, Cymbalta for the period December 2013 to June 2014, and accordingly, the prices charged to customers were significantly higher during this shared exclusivity period than the prices that were charged after competitive generic equivalent products were introduced into the market. Citron markets 31 products as of December 31, 2015.

We have entered into multiple development, manufacturing, and distribution agreements with vertically-integrated manufacturing and development facilities in North America and India, as the Company does not have its own manufacturing and logistics operations. Citron sells the products procured under these agreements in the United States of America through its sales force to various wholesalers, distributors, and retail chains. Citron uses internal, as well as, third party supply chain resources for order fulfillment and related activities. Citron also intends on expanding its development efforts to commercialize new products either through collaborative agreements or through its own research and development initiatives.

We market products directly to wholesalers, distributors as well as directly to the retail pharmacy chains. Wholesalers and distributors further resell our products to independent pharmacies, managed care organizations, hospitals, nursing homes, pharmacy benefit management companies and government entities. These customers are referred to as "indirect customers" which purchase our products primarily through our wholesale customers, which include three national entities. In North America, wholesalers and retail drug chains have undergone, and are continuing to undergo, significant consolidation, which may result in these groups gaining additional purchasing leverage.

Note B - Summary of Significant Account Policies

[1] Basis of presentation:

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

[2] Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas involving management's estimates include revenue recognition, accounts receivable allowances, rebates, returns, discounts and chargebacks, inventory reserve, depreciable and amortizable lives of long-lived assets, and commitments and contingencies.

[3] Reclassifications:

Certain prior year amounts have been reclassified to conform with current year's presentation. 

8

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note B - Summary of Significant Account Policies (continued)

[4] Cash and cash equivalents:

The Company considers all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company's cash and cash equivalent balances substantially exceed FDIC limits.

[5] Revenue recognition including sales returns and allowance, chargebacks and other adjustments:

Revenue from product sales is recognized when substantially all the risks and rewards of ownership have transferred to customers, upon passing of risk and title to the customer, when estimates of the selling price and discounts, rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments are reasonably determinable, collection is reasonably assured, and persuasive evidence of an arrangement exists. Substantially all of the Company's customers have FOB destination shipping terms in which title to the product does not pass to the customer until it is received by them.

The Company establishes allowances for discounts, rebates, returns, chargebacks, shelf stock adjustments and other adjustments (collectively, "pricing allowances") at the time of sale. In determining the amount of pricing allowances to be established, the Company considers its own business experience and knowledge of industry and competitive practices, as well as its assessment of the impact of price adjustments due to the introduction of competing products, if any. The factors include, but are not limited to, actual pricing allowance experience by product and by customer, the Company's contractual arrangements with its customers, inventory reports, estimates of products in the distribution channel, customers' right of return, the number and timing of market launch of competitive products approved for sale, prescription data (both actual and projected) and estimated size of the market for the Company's products, applicable marketing and pricing regulations and current and projected economic conditions. The data used by the Company in establishing pricing allowances are based on information developed internally and/or obtained from external sources. These pricing allowances are periodically evaluated and adjusted based on updated information that might be available at the time of such evaluation. Pricing allowances are presented as a reduction of revenue in the statements of operations. The principal allowances are as follows:

i. Chargebacks:

The provision for chargebacks is our most significant reduction from gross revenue. A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by our wholesale customer for a particular product and the negotiated contract price that the wholesaler owes to Citron upon wholesaler's sell-through to its customers. Our chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated or reported wholesaler inventories.

The provision for chargebacks also assumes 100% wholesaler sell-through levels to indirect customers at contract prices. The provision for chargebacks is recorded as a reduction of accounts receivable, see Note D.

ii. Shelf-stock adjustment:

In the event of a price reduction, we are contractually obligated to award an adjustment credit to the extent of the reduction in the purchase price for the on-hand inventory held by our customers at the time of such a reduction in price. Such reduction in purchase price can be either due to reduction in the invoice price or reduction in the negotiated contract price. The provision for shelf-stock adjustment is based on the on-hand inventory information received from the customers or in case of the customers who submit chargeback claims, based on the estimates of the on-hand inventory held by them as per their chargeback claims. The provision for shelf-stock adjustment is recorded as an accrued expense, see Note H.

9

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note B - Summary of Significant Account Policies (continued)

[5] Revenue recognition including sales returns and allowance, chargebacks and other adjustments: (continued)

iii. Rebates:

Rebates include contracted volume-based incentives to direct and indirect customers, Medicaid, other government rebates based on claims incurred and third party managed care and Medicare Part D rebates. Our rebate accruals are reviewed on a quarterly basis against actual claims data. Medicaid rebates are recorded as an accrued expense, see Note H. All other rebates are recorded as a reduction of accounts receivable, see Note D.

iv. Cash discounts:

Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts are estimated based upon invoice billings. Our customers' payment experience is fairly consistent and most customer payments qualify for the cash discount. Cash discounts are recorded as a reduction of accounts receivable, see Note D.

v. Bill back:

Bill back adjustments are credits that are issued to certain customers who purchase, both, directly from us as well as indirectly through a wholesaler. These credits are issued in the event that the customer's direct contract price from us is lower than the indirect contract price from the wholesaler. The provision for bill backs is estimated purchasing patterns of qualified customers who purchase product directly from us and supplement their purchases indirectly through our wholesale customers. Bill backs are recorded as a reduction of accounts receivable, see Note D.

vi. Returns:

The returns in normal course of business are accounted for as sales returns and are reduced from gross sales. In addition, we maintain a returns policy that allows our customers to return product for a credit. In accordance with our return goods policy, credits for customer returns of products are applied against outstanding account activity or settled by check. The current provision reflects estimated product returns based on prior period experience. The provision for returns is recorded as an accrued expense, see Note H.

vii. All other allowances are recorded as a reduction of accounts receivable, see Note D.

[6] Intangible assets:

Intangible assets are stated at cost, less accumulated amortization, and are amortized using the sum of the years digits method over their estimated useful lives. This method of amortization most appropriately reflects the pattern in which the economic benefit of the intangible asset is consumed or otherwise used up. We determine amortization periods for intangible assets based on our assessment of various factors impacting estimated useful lives. Such factors include the product's position in its life cycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms. Significant changes to any of these factors may result in a reduction in the intangibles' useful life and an acceleration of related amortization expense, which could cause our income to decline.

10

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note B - Summary of Significant Account Policies (continued)

[6] Intangible assets: (continued)

Intangible assets will be tested periodically for impairment when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss will be measured as the excess of the asset's carrying value over its fair value, calculated using a discounted future cash flow method. We did not recognize any impairment during the years ended December 31, 2015 and 2014.

[7] Investments:

The Company's investments include corporate bonds. All of the Company's investments are classified as available for sale. Available for sale securities are measured at fair value based on quoted market values of the securities, with the unrealized gain and (losses) reported as comprehensive income or (loss). The Company has classified as short-term those securities that mature within one year and all other securities are classified as long-term. Realized gains and losses from the sale of available for sale securities are determined on a specific identification basis. Net realized gains and losses from the sale of investment securities available for sale are included in "other income" in the statements of operations. Dividend and interest income are recognized when earned.

[8] Accounts receivable:

Accounts receivable consists of trade receivables recorded at original invoice amount, less an estimated allowance for uncollectible accounts, returns, chargebacks, rebates, and discounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Changes in the estimated collectability of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are recorded as an allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables.

[9] Inventory:

Inventory consists primarily of finished goods held for distribution. Inventories are stated at the lower of weighted average cost or market. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand and in the distribution channel, the estimated time required to sell such inventory, remaining shelf life, and current and expected market conditions, including levels of competition. Adjustments to reduce inventories to their net realizable value are charged to cost of goods sold. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. Assumptions utilized in our quantification of inventory reserves include, but are not limited to, estimates of future product demand, consideration of current and future market conditions, product net selling price, anticipated product launch dates, potential product obsolescence and other events relating to special circumstances surrounding certain products. 

11

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note B - Summary of Significant Account Policies (continued)

[10] Property and equipment:

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives as follows:

	Depreciation Method	Estimated Useful Life
Software and licenses	Straight-line	3 years
Leasehold improvements	Straight-line	Shorter of useful life or lease
Computer and telephone equipment	Double declining	5 years
Furniture and fixtures	Double declining	7 years

Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

The Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based on this assessment, management has determined that there was no impairment for the years ended December 31, 2015 and 2014.

[11] Income taxes:

The Company is constituted as a Limited Liability Company and has elected to be treated as a partnership for tax purposes. The partnership is not subject to U.S. taxation since all income and expenses are taxed at the partner level, however, it is subject to certain U.S. state income taxes, primarily for states that do not recognize partnerships. The provision for income taxes was $600,000 and $2,021,938, respectively, for the years ended December 31, 2015 and 2014.

The Company provides for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Accounting for Uncertainty in Income Taxes. These accounting principles require entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken or expected to be taken in their respective returns. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company's financial statements for the years ended December 31, 2015 and 2014.

[12] Shipping and handling costs:

Shipping and handling costs, consisting of all costs to warehouse, pick, pack and deliver inventory to customers, are included in selling and marketing expenses. For the years ended December 31, 2015 and 2014, shipping and handling costs totaled approximately $3,138,000 and $1,620,000, respectively.

[13] Concentration risks:

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

12

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note B - Summary of Significant Account Policies (continued)

[13] Concentration risks: (continued)

In addition, the Company conducts a significant amount of its business with the top three large pharmaceutical wholesalers and large pharmacy chains in the U.S. During the year ended December 31, 2015, the Company's top two customers accounted for approximately 33% of net sales. These two customers also accounted for approximately 48% of gross accounts receivable as of December 31, 2015. During the year ended December 31, 2014, the Company's top three customers accounted for approximately 67% of net sales.

For the year ended December 31, 2015, the Company's top two products, Duloxetine and Tamsulosin, accounted for approximately 45% and 16%, respectively, of net sales. For the year ended December 31, 2014, the Company's top product, Duloxetine, accounted for approximately 95% of net sales.

A significant portion of the Company's products was purchased from two suppliers for the years ended December 31, 2015 and 2014. The Company purchased 95% and 100% of their product from these suppliers for the year ended December 31, 2015 and 2014, respectively.

[14] Research and development:

During the years ended December 31, 2015 and 2014, the Company incurred research and development expenses of $3,221,123 and $12,665,732, respectively. Research and development costs are expensed as incurred.

[15] New accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted for annual periods ending as early as December 15, 2016. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU, and management is currently evaluating which transition approach to use.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU No.2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2016, with early adoption permitted.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

[16] Subsequent events:

The Company has evaluated subsequent events or transactions that occurred after December 31, 2015 through July 28, 2016 the date which these financial statements were available to be issued. 

13

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note C - Investments and Fair Value Measurement

The Company's investments include corporate bonds. As of December 31, 2015 and 2014, all of the Company's investments are classified as available for sale and are measured at the fair value of $19,821,559 and $39,783,476, respectively, based on quoted market values of the securities. The unrealized gain and losses are reported as comprehensive income or loss. As of December 31, 2015 and 2014, the Company reported unrealized losses of approximately $196,000 and $183,000, respectively, on available for sale securities. Realized gains and losses from the sale of available for sale securities are determined on a specific-identification basis. The Company has classified all securities as long term as of December 31, 2015 and 2014 as no securities mature within one year and all mature within one to three years.

The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those levels:

- Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities.

- Level 2:  Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

- Level 3:  Unobservable inputs that reflect the Company's estimates of market participant assumptions.

At December 31, 2015 and 2014, the Company's investments described above are classified as Level 1 for fair value measurement.

Note D - Accounts Receivable, Net

Included in the accounts receivable, net balance at December 31, 2015 and 2014 are the following allowances:

	2015			2014
Gross accounts receivable	$	65,108,791		$	68,203,248
Less allowance for:
Administrative fees and other rebates		(21,430,721	)		(22,411,872	)
Chargebacks		(17,970,937	)		(18,172,449	)
Billbacks		(2,605,761	)		(2,023,672	)
Discounts		(2,608,761	)		(6,053,779	)
Accounts receivable, net	$	20,492,611		$	19,541,476

Note E - Inventory, Net

Inventory consists of the following as of December 31, 2015 and 2014:

	2015			2014
Finished goods	$	18,943,983		$	23,085,710
Inventory reserve		(2,539,953	)		(2,559,234	)
Inventory, net	$	16,404,030		$	20,526,476

14

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note F - Property and Equipment

As of December 31, 2015 and 2014 property and equipment consisted of the following:

	2015			2014
Software and licenses	$	126,721		$	109,361
Furniture and fixtures		112,800			95,447
Leasehold improvements		44,768			-
Computers and telephone equipment		78,127			78,127
		362,416			282,935
Less: accumulated depreciation		(135,944	)		(87,180	)
	$	226,472		$	195,755

Depreciation expense for the years ended December 31, 2015 and 2014 was approximately $49,000 and $74,000, respectively.

Note G - Intangible Assets

As of December 31, 2015 and 2014, intangible assets consisted of the following:

	2015			2014
Product rights	$	5,320,000		$	7,000,000
Less: accumulated amortization		(3,812,667	)		(2,975,000	)
Intangible assets, net	$	1,507,333		$	4,025,000

On December 31, 2015, certain intangible assets were distributed to a member of the Company. The distribution was recorded at net carrying value and amounted to $598,500.

Amortization expense was approximately $1,919,000 and $2,742,000 for the years ended December 31, 2015 and 2014, respectively. The annual amortization (using a four year estimated life) as of December 31, 2015 is as follows:

	2016		2017		Total
Annual amortization	$	1,019,667	$	487,666	$	1,507,333

15

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note H - Accrued Expenses

As of December 31, 2015 and 2014, accrued expenses consisted of the following:

	2015		2014
Provision for shelf stock adjustment	$	3,207,983	$	28,264,684
Provision for Medicaid rebates		8,988,865		9,861,029
Provision for returns		1,037,709		634,335
Accrued product costs		1,861,127		500,000
Accrued gross contribution margin share		17,285,848		10,343,948
Income taxes payable		635,480		2,021,938
Other accrued expenses		360,277		380,693
Total	$	33,377,289	$	52,006,627

Note I - Commitments

Lease

The Company leases office space in East Brunswick, New Jersey. The lease requires minimum monthly rental payments of $17,870 from January 1, 2015 through July 31, 2015, increasing on August 1 for each 12-month period to $18,242, $18,614, $18,986, $19,359, $19,731 and $20,103, respectively, to lease maturity in December 2020. The lease was amended in July 2015 as the Company obtained additional lease space. The new amendment requires additional minimum monthly rental payments of $7,551 increasing on October 1 for each 12-month period to $7,691, $7,831, $7,971, $8,110, and $8,250, respectively, to lease maturity in December 2020. Rent expense is recorded on a straight-line basis over the life of the lease.

In December 2015, the Company entered into a lease agreement with an entity under common ownership for unfinished real estate expected to be used in operations in 2016. The lease commences in December 2016, expires in December 2031 and monthly lease payments amount to $102,732.

Rent expense for the year ended December 31, 2015 and 2014 was $141,973 and $134,767, respectively.

Minimum future lease payments, including leases with a company under common ownership, are as follows:

Year Ending
2016	$	311,800
2017		1,473,500
2018		1,556,900
2019		1,563,000
2020		1,569,200
Thereafter		13,560,600
	$	20,035,000

The Company subleases office space to two entities under common ownership. The total aggregate monthly payments are approximately $9,000 and the lease expires in December 2020. The total sublease income related to these agreements is approximately $109,000 for the year ended December 31, 2015 and is recorded as a reduction of rent expense in the statements of operations. The total receivable as of December 31, 2015 and 2014 related to the subleases is $101,573 and $0, respectively and is recorded as due from affiliates in the accompanying balance sheets.

16

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note I - Commitments (continued)

Product cost paid as a gross contribution margin share

The Company has entered into agreements with third parties under which the Company will sell, market, and distribute the products manufactured by the third parties. The price charged by the third parties for products supplied by them includes a fixed price component and a share of gross contribution earned, computed as provided in the agreements. The ratio in which the gross contribution is shared between the Company and the third parties may vary based on product and/or gross contribution thresholds defined in dollars and/or the time elapsed since the first shipment. Gross contribution margin share in the amount of $23,365,217 and $111,114,801 for the years ended December 31, 2015 and 2014, respectively, was included in cost of goods sold. In addition, the total liability relating to the gross contribution margin share is approximately $21,538,220 and $16,294,174 as of December 31, 2015 and 2014, respectively. The amount invoiced totaling approximately $4,252,372 and $5,950,226 as of December 31, 2015 and 2014, respectively is recorded as accounts payable and the remaining amount approximating $17,285,848 and $10,343,948 as of December 31, 2015 and 2014, respectively is recorded as accrued expenses in the accompanying balance sheet (Note H).

Note J - Member Loans and Advances

During 2013, the Company received unsecured short-term financing from two of its members in the amount of $700,000 and $599,000. These loans accrued interest at 0.35% annually. Interest expense amounted to $0 and $835 for the years ended December 31, 2015 and 2014, respectively. The Company also received a short-term advance from an affiliate during 2013. Both were repaid in 2014.

Note K - Related Parties

The Company shares a credit card with entities under common ownership. The credit card charges related to entities under common ownership are recorded as due from affiliates in the accompanying balance sheets and total $2,400 and $0 as of December 31, 2015 and 2014, respectively.

In 2015, the Company paid certain expenses on behalf of entities under common ownership. The total amount paid in 2015 amounted to $169,416 and is included as due from affiliates in the accompanying balance sheets as of December 31, 2015.

An entity with common ownership as the Company performs certain product development services on behalf of the Company. Such services are performed on a fee for services basis and amounted to $0 and $3,297,688 for the years ended December 31, 2015 and 2014, respectively.

The Company rents office space from an entity under common ownership. In addition, the Company subleases office space to entities under common ownership. See Note I.

Note L - Legal Matters

The Company may become involved in litigation or legal matters incidental to the normal conduct of its business, including patent infringement type matters that frequently occur in the generic pharmaceutical industry.

The Company is not party to any currently pending litigation, the outcome of which is reasonably likely to have a material adverse effect on its financial condition, results of operations, or cash flows. However, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, potential negative publicity, diversion of management resources and other factors.

17

CITRON PHARMA LLC

Notes to Financial Statements

December 31, 2015 and 2014

Note L - Legal Matters (continued)

In June 2016, the Antitrust Division of the U.S. Department of Justice executed a search warrant against the Company and also served a subpoena requesting documents and other information concerning potential antitrust violations in the sale of Glyburide, Glyburide/Metformin, and Fosinopril HCTZ. Collectively these products accounted for less than 1% of the Company's net sales for the years ended December 31, 2015 and 2014. The Company had discontinued actively selling Glyburide in October 2015. The Company has engaged outside counsel to assist in this investigation. The Company is in the process of responding to the subpoena, and intends to cooperate fully with the investigation. At this time, the Company is unable to develop a reasonable estimate of any potential exposure of loss.

Note M - Subsequent Events

On March 10, 2016 the Company executed a 1-year revolver facility for working capital purposes. This $12.5 million facility is secured by primarily all of the assets of the Company and is subject to certain financial covenants, as defined in the agreement. The facility comes with an accordion provision to extend the revolver amount to $25 million subject to various provisions.

18

EX-99.2

Exhibit 99.2

INDEPENDENT AUDITORS' REPORT

To the Members

Citron Pharma LLC

Report on the Financial Statements

We have audited the accompanying financial statements of Citron Pharma LLC (the "Company"), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, comprehensive income, changes in members' capital, and cash flows for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Citron Pharma LLC as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the year ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

One of the Company's first commercial products, Duloxetine, was one of a few generic products approved for sale for such drug for the period December 2013 to June 2014, and accordingly, the prices charged to customers were significantly higher during this shared exclusivity period than the prices that were charged after competitive generic equivalent products were introduced into the market. Duloxetine comprised a majority of the Company's sales for all periods presented.

/s/ EisnerAmper LLP

Iselin, New Jersey

July 15, 2015

CITRON PHARMA LLC

Balance Sheets

	December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	80,232,999		$	95,951
Accounts receivable, net		19,541,476			37,751,665
Inventory, net		20,526,476			1,206,532
Prepaid expenses		348,075			-
Total current assets		120,649,026			39,054,148
Property and equipment, net		195,755			124,209
Other assets:
Investments - available for sale securities		39,783,476			-
Due from affiliates		18,904			-
Intangible assets, net		4,025,000			6,766,667
Deposits and other assets		30,815			28,254
Total assets	$	164,702,976		$	45,973,278
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Member loans	$	-		$	1,299,000
Advance		-			600,000
Accounts payable, including profit share		33,010,568			31,015,720
Accrued expenses		41,662,679			12,809,624
Total current liabilities		74,673,247			45,724,344
Members' capital		90,212,298			248,934
Accumulated other comprehensive loss		(182,569	)		-
Total members' capital		90,029,729			248,934
Total liabilities and members' capital	$	164,702,976		$	45,973,278

See accompanying notes to financial statements

3

CITRON PHARMA LLC

Statements of Operations

				For the Period
				from January
				7, 2013 (date of
				inception)
	Year Ended			through
	December 31,			December 31,
	2014			2013
Net sales	$	291,540,645		$	31,711,899
Cost of goods sold, including profit share of $111,114,801 and $28,166,401, respectively		138,501,974			29,809,187
Gross profit		153,038,671			1,902,712
Selling and marketing expenses		2,328,653			303,381
General and administrative expenses		8,402,147			1,449,435
Research and development		12,665,732			-
Total expenses		23,396,532			1,752,816
Income from operations		129,642,139			149,896
Interest (income) expense, net		(685,616	)		1,962
Income before provision for income taxes		130,327,755			147,934
Provision for income taxes		2,021,938			-
Net income	$	128,305,817		$	147,934

See accompanying notes to financial statements

4

CITRON PHARMA LLC

Statements of Comprehensive Income

				For the Period
				from January
				7, 2013 (date of
				inception)
	Year Ended			through
	December 31,			December 31,
	2014			2013
Net income	$	128,305,817		$	147,934
Unrealized loss on investments		(182,569	)		-
Total other comprehensive loss		(182,569	)		-
Comprehensive income	$	128,123,248		$	147,934

See accompanying notes to financial statements

5

CITRON PHARMA LLC

Statements of Changes in Members' Capital

				Accumulated
				Other			Total
	Members'			Comprehensive			Members'
	Capital			Loss			Capital
Balance, January 7, 2013 (date of inception)	$	-		$	-		$	-
Contributions		101,000			-			101,000
Net income		147,934			-			147,934
Balance, December 31, 2013		248,934			-			248,934
Contributions		534			-			534
Distributions		(38,342,987	)		-			(38,342,987	)
Net income		128,305,817			-			128,305,817
Unrealized loss on investments		-			(182,569	)		(182,569	)
Balance, December 31, 2014	$	90,212,298		$	(182,569	)	$	90,029,729

See accompanying notes to financial statements

6

CITRON PHARMA LLC

Statements of Cash Flows

				For the Period
				from January 7,
				2013 (date of
				inception)
	Year Ended			through
	December 31,			December 31,
	2014			2013
Cash flows from operating activities:
Net income	$	128,305,817		$	147,934
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,815,822			246,357
(Increase) decrease in:
Accounts receivable		18,210,189			(37,751,665	)
Inventory		(19,319,944	)		(1,206,532	)
Prepaid expenses, deposits, and other assets		(369,540	)		(28,254	)
Increase (decrease) in:
Accounts payable, including profit share		1,994,848			31,015,720
Accrued expenses		28,853,055			6,309,624
Net cash provided by (used in) operating activities		160,490,247			(1,266,816	)
Cash flows from investing activities:
Purchase of property and equipment		(145,701	)		(137,233	)
Purchase of investments		(39,966,045	)		-
Purchase of intangible assets		-			(500,000	)
Net cash used in investing activities		(40,111,746	)		(637,233	)
Cash flows from financing activities:
Proceeds (repayment) of member loans		(1,299,000	)		1,299,000
Proceeds (repayment) of advance		(600,000	)		600,000
Contributions by members		534			101,000
Distributions to members		(38,342,987	)		-
Net cash (used in) provided by financing activities		(40,241,453	)		2,000,000
Net increase in cash and cash equivalents		80,137,048			95,951
Cash and cash equivalents, beginning of period		95,951			-
Cash and cash equivalents, end of period	$	80,232,999		$	95,951
Supplemental disclosures of cash flow information and non-cash activity:
Intangible assets acquired with product rights payable	$	-		$	6,500,000
Unrealized loss on investments	$	182,569		$	-

See accompanying notes to financial statements

7

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note A - Organization and Nature of Operations

Citron Pharma LLC is a privately held pharmaceutical company based in New Jersey focused on developing and marketing both branded and generic products in various therapeutic categories. References in these financial statements to the "Company", "Citron" or "we" refer to Citron Pharma LLC.

Citron was formed on January 7, 2013 and did its first commercial product launch on December 11, 2013.

One of the first products launched by Citron was Duloxetine. Duloxetine was one of a few generic products approved for sale to compete with the innovator drug, Cymbalta, for the period December 2013 to June 2014, and accordingly, the prices charged to customers were significantly higher during this shared exclusivity period than the prices that were charged after competitive generic equivalent products were introduced into the market. Citron maintained a significant market share of the generic version of the Cymbalta product through December 31, 2014.

We have entered into multiple development, manufacturing, and distribution agreements with vertically-integrated manufacturing and development facilities in North America and India, as the Company does not have its own manufacturing and logistics operations. Citron sells the products procured under these agreements in the United States of America through its sales force to various wholesalers, distributors, and retail chains. Citron uses internal, as well as, third party supply chain resources for order fulfillment and related activities. Citron also intends on expanding its development efforts to commercialize new products either through collaborative agreements or through its own research and development initiatives.

We market products directly to wholesalers, distributors as well as directly to the retail pharmacy chains. Wholesalers and distributors further resell our products to independent pharmacies, managed care organizations, hospitals, nursing homes, pharmacy benefit management companies and government entities. These customers, called "indirect customers," purchase our products primarily through our wholesale customers. These wholesale customers include three national entities. In North America, wholesalers and retail drug chains have undergone, and are continuing to undergo, significant consolidation, which may result in these groups gaining additional purchasing leverage.

Note B - Summary of Significant Account Policies

[1] Basis of presentation:

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Accounts receivable allowances approximating $6 million dollars have been reclassified to accrued expenses to conform to the current year presentation.

[2] Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas involving management's estimates include revenue recognition, accounts receivable allowances, rebates, returns, discounts and chargebacks, inventory reserve, depreciable and amortizable lives of long-lived assets, and commitments and contingencies.

8

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[3] Cash and cash equivalents:

The Company considers all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company's cash and cash equivalent balances substantially exceed FDIC limits.

[4] Revenue recognition including sales returns and allowance, chargebacks and other adjustments:

Revenue from product sales is recognized when substantially all the risks and rewards of ownership have transferred to customers, upon passing of risk and title to the customer, when estimates of the selling price and discounts, rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments are reasonably determinable, collection is reasonably assured, and persuasive evidence of an arrangement exists. Substantially all of the Company's customers have FOB destination shipping terms in which title to the product does not pass to the customer until it is received by them.

In the case of products that lack market precedence or history and/or the products that are launched in the market for the first time as generic drugs with the "first-to-file" (shared) exclusivity, sales returns and allowances might not be estimable for sales to wholesalers, therefore, precluding revenue recognition.

The Company establishes allowances for discounts, rebates, returns, chargebacks, shelf stock adjustments and other adjustments (collectively, "pricing allowances") at the time of sale. In determining the amount of pricing allowances to be established, the Company considers its own business experience and knowledge of industry and competitive practices, as well as its assessment of the impact on price adjustments due to the introduction of competing products, if any. The factors considered include, but are not limited to, actual pricing allowance experience by product and by customer, the Company's contractual arrangements with its customers, inventory reports, estimates of products in the distribution channel, customers' right of return, the number and timing of market launch of competitive products approved for sale, prescription data (both actual and projected) and estimated size of the market for the Company's products, applicable marketing and pricing regulations and current and projected economic conditions. The data used by the Company in establishing pricing allowances are based on information developed internally and/or obtained from external sources. Pricing allowances are presented as a reduction of revenue in the consolidated statements of operations. The principal allowances are as follows:

i. Chargebacks:

The provision for chargebacks is our most significant reduction from gross revenue. A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by our wholesale customer for a particular product and the negotiated contract price that the wholesaler owes to Citron upon wholesaler's sell-through to its customers. Our chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventories.

The provision for chargebacks also assumes 100% wholesaler sell-through levels to indirect customers at contract prices. The provision for chargebacks is recorded as a reduction of accounts receivable, see Note D.

9

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[4] Revenue recognition including sales returns and allowance, chargebacks and other adjustments: (continued)

ii. Shelf-stock adjustment:

In the event of a price reduction, we are contractually obligated to award an adjustment credit to the extent of the reduction in the purchase price for the on-hand inventory held by our customers at the time of such a reduction in price. Such reduction in purchase price can be either due to reduction in the invoice price or reduction in the negotiated contract price. The provision for Shelf-stock adjustment is based on the on-hand inventory information received from the customers or in case of the customers who submit chargeback claims, based on the estimates of the on-hand inventory held by them as per their chargeback claims. The provision for shelf-stock adjustment is recorded as an accrued expense, see Note H.

iii. Rebates:

Rebates include contracted volume-based incentives to direct and indirect customers, Medicaid, other government rebates based on claims incurred and third party managed care and Medicare Part D rebates. Our rebate accruals are reviewed on a quarterly basis against actual claims data. Medicaid rebates are recorded as an accrued expense, see Note H. All other rebates are recorded as a reduction of accounts receivable, see Note D.

iv. Cash discounts:

Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts are estimated based upon invoice billings. Our customers' payment experience is fairly consistent and most customer payments qualify for the cash discount. Cash discounts are recorded as a reduction of accounts receivable, see Note D.

v. Returns and Other Allowances:

Our provision for returns and other allowances includes returns, pricing adjustments, promotional allowances including bill back adjustments. The provision for returns is recorded as an accrued expense, see Note H. All other allowances are recorded as a reduction of accounts receivable, see Note D.

We maintain a returns policy that allows our customers to return product for a credit. In accordance with our return goods policy, credits for customer returns of products are applied against outstanding account activity or settled by check. Our estimate of the provision for returns is generally based upon industry experience.

Bill back adjustments are credits that are issued to certain customers who purchase, both, directly from us as well as indirectly through a wholesaler. These credits are issued in the event that the customer's direct contract price from us is lower than the indirect contract price from the wholesaler. The provision for bill backs is estimated purchasing patterns of qualified customers who purchase product directly from us and supplement their purchases indirectly through our wholesale customers. Billbacks are recorded as a reduction of accounts receivable, see Note D.

10

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[5] Intangible assets:

Intangible assets are stated at cost, less accumulated amortization, and are amortized using the sum of the years digits method over their estimated useful lives. This method of amortization most appropriately reflects the pattern in which the economic benefit of the intangible asset is consumed or otherwise used up. We determine amortization periods for intangible assets based on our assessment of various factors impacting estimated useful lives. Such factors include the product's position in its life cycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms. Significant changes to any of these factors may result in a reduction in the intangibles useful life and an acceleration of related amortization expense, which could cause our income to decline.

Intangible assets will be tested periodically for impairment when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss will be measured as the excess of the asset's carrying value over its fair value, calculated using a discounted future cash flow method. Assets which are not impaired may require an adjustment to the remaining useful lives for which to amortize the asset. We did not recognize any impairment in 2014 and 2013.

[6] Investments:

The Company's investments include corporate bonds. All of the Company's investments are classified as available for sale. Available for sale securities are measured at fair value based on quoted market values of the securities, with the unrealized gain and (losses) reported as comprehensive income or (loss). The Company has classified as short-term those securities that mature within one year and all other securities are classified as long-term. Realized gains and losses from the sale of available for sale securities are determined on a specific identification basis. Net realized gains and losses from the sale of investment securities available for sale are included in "other income" in the statements of operations. Dividend and interest income are recognized when earned.

[7] Accounts receivable:

Accounts receivable consists of trade receivables recorded at original invoice amount, less an estimated allowance for uncollectible accounts, returns, chargebacks, rebates, and discounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Changes in the estimated collectability of trade receivables are recorded in the results of operation for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables.

11

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[8] Inventory:

Inventory consists primarily of finished goods held for distribution. Inventories are stated at the lower of weighted average cost or market. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand and in the distribution channel, the estimated time required to sell such inventory, remaining shelf life, and current and expected market conditions, including levels of competition. Adjustments to reduce inventories to their net realizable value are charged to cost of goods sold. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. Assumptions utilized in our quantification of inventory reserves include, but are not limited to, estimates of future product demand, consideration of current and future market conditions, product net selling price, anticipated product launch dates, potential product obsolescence and other events relating to special circumstances surrounding certain products.

[9] Property and equipment:

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives as follows:

	Depreciation Method	Estimated Useful Life
Software and licenses	Straight-line	3 years
Computer and telephone equipment	Double declining	5 years
Furniture and fixtures	Double declining	7 years

Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

The Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based on this assessment, management has determined that there was no impairment for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013.

[10] Income taxes:

The Company is constituted as a Limited Liability Company and has elected to be treated as a partnership for tax purposes. The partnership is not subject to U.S. taxation since all income and expenses are taxed at the partner level, however, it is subject to certain U.S. state income taxes, primarily for states that do not recognize partnerships. The provision for income taxes was $2,021,938 for the year ended December 31, 2014 and was recorded in accrued expenses in the accompanying balance sheet, see Note H. The provision for income taxes for the period from January 7, 2013 (date of inception) through December 31, 2013 was immaterial to the financial statements.

12

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[10] Income taxes: (continued)

The Company provides for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification 740, Accounting for Uncertainty in Income Taxes. These accounting principles require entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken or expected to be taken in their respective returns. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company's financial statements for the year ended December 31, 2014. The 2013 tax year remains open for examination by the tax authorities.

[11] Shipping and handling costs:

Shipping and handling costs, consisting of all costs to warehouse, pick, pack and deliver inventory to customers, are included in cost of goods sold. For the year ended December 31, 2014 and for the period January 7, 2013 (date of inception) through December 31, 2013, shipping and handling costs were approximately $5,138,000 and $837,000, respectively.

[12] Concentration risks:

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. In addition, the Company conducts a significant amount of its business with a limited number of large pharmaceutical wholesalers and pharmacy chains. During the year ended December 31, 2014, the Company's top three customers accounted for approximately 56% of gross sales. These three customers also accounted for approximately 95% of net accounts receivable as of December 31, 2014. The Company's top two customers (national wholesalers) accounted for approximately 62% of gross sales for the period from January 1, 2013 (date of inception) through December 31, 2013. These two customers also accounted for approximately 62% of net accounts receivable as of December 31, 2013.

In addition, the Company's top product, Duloxetine, accounted for approximately 95% and 99% of net sales during the year ended December 31, 2014 and for the period from January 1, 2013 (date of inception) through December 31, 2013, respectively.

A significant portion of the Company's products were purchased from one supplier for the year ended December 31, 2014 and for the period from January 1, 2013 (date of inception) through December 31, 2013.

[13] Research and development:

During the year ended December 31, 2014, the Company incurred research and development expenses of $12,665,732. A portion of such costs were incurred by a company under common ownership – See Note K. Research and development costs are expensed as incurred.

13

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note B - Summary of Significant Account Policies (continued)

[14] New accounting pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual periods ending as early as December 15, 2016. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU, and management is currently evaluating which transition approach to use.

[15] Subsequent events:

The Company has evaluated subsequent events through July 15, 2015 the date which the financial statements have been available to be issued.

Note C - Investments and Fair Value Measurement

The Company's investments include corporate bonds. As of December 31, 2014, all of the Company's investments are classified as available for sale and are measured at the fair value of $39,783,476 based on quoted market values of the securities. The unrealized gain and losses are reported as comprehensive income or loss. As of December 31, 2014 and 2013, the Company reported unrealized losses of approximately $183,000 and $0, respectively, on available for sale securities in total comprehensive loss. Realized gains and losses from the sale of available for sale securities are determined on a specific-identification basis. The Company has classified all securities as long term as of December 31, 2014 as no securities mature within one year, $20,396,227 matures in one to three years and $19,387,249 matures after three years.

The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those levels:

-       Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

-      Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

-      Level 3: Unobservable inputs that reflect the Company's estimates of market participant assumptions.

At December 31, 2014, the Company's investments described above are classified as Level 1 for fair value measurement. As of December 31, 2013, the Company had no investments.

14

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note D - Accounts Receivable, Net

Included in the accounts receivable, net balance at December 31, 2014 and 2013 are the following allowances:

	2014		2013
Gross accounts receivable	$	68,203,248	$	50,751,149
Less allowance for:
Administrative fees and other rebates		28,465,651		9,584,063
Chargebacks		18,172,449		2,442,917
Billbacks		2,023,672		972,504
Net accounts receivable	$	19,541,476	$	37,751,665

Note E - Inventory, Net

Inventory consists of the following as of December 31, 2014 and 2013:

	2014			2013
Finished goods	$	23,085,710		$	1,206,532
Inventory reserve		(2,559,234	)		-
Net accounts receivable	$	20,526,476		$	1,206,532

Note F - Property and Equipment

As of December 31, 2014 and 2013 property and equipment consisted of the following:

	2014			2013
Software and licenses	$	109,361		$	63,365
Furniture and fixtures		95,447			8,563
Computers and telephone equipment		78,127			65,305
		282,935			137,233
Less: accumulated depreciation		(87,180	)		(13,024	)
	$	195,755		$	124,209

Depreciation expense for the year ended December 31, 2014 was approximately $74,000 and for the period from January 1, 2013 (date of inception) through December 31, 2013 was approximately $13,000.

15

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note G - Intangible Assets

On July 10, 2013, the Company acquired the rights to a portfolio of products. The Company agreed to pay $7,000,000 to acquire the rights to these products. Of the $7,000,000 purchase price, $6,500,000 remained payable as of December 31, 2013 and is classified as product rights payable. This $6,500,000 product rights payable was paid in full during 2014. As of December 31, 2014 and 2013, intangible assets consisted of the following:

	2014			2013
Product rights	$	7,000,000		$	7,000,000
Less: accumulated amortization		(2,975,000	)		(233,333	)
Intangible assets, net	$	4,025,000		$	6,766,667

Amortization expense was approximately $2,742,000 and $233,000 for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013, respectively. The annual amortization (using a four year estimated life) as of December 31, 2014 is as follows:

	2015		2016		2017		Total
Annual amortization	$	2,041,667	$	1,341,667	$	641,666	$	4,025,000

Note H - Accrued Expenses

As of December 31, 2014 and 2013, accrued expenses consisted of the following:

	2014		2013
Provision for shelf stock adjustment	$	28,264,684	$	3,961,060
Provision for Medicaid rebates		9,861,029		1,133,840
Provision for returns		634,335		944,866
Accrued product development costs		500,000		-
Income taxes payable		2,021,938		-
Product rights payable		-		6,500,000
Other accrued expenses		380,693		269,858
Total	$	41,662,679	$	12,809,624

* These amounts were reclassified from accounts receivable to accrued expenses to conform to the current year presentation. See Note B[1].

16

CITRON PHARMA LLC

Notes to Financial Statements

Year Ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013

Note I - Member Loans and Advances

During 2013, the Company received unsecured short-term financing from two of its members in the amount of $700,000 and $599,000. These loans accrue interest at 0.35% annually. Substantially all interest expense incurred during 2014 related to member loans. Interest expense amounted to $835 and $1,962 for the year ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013, respectively. The Company also received a short-term advance from an affiliate during 2013, which was repaid in 2014.

Note J - Commitments

Lease

In July 2013, the Company entered into a new lease agreement for office space in East Brunswick, New Jersey that commenced on August 1, 2013. There were no lease payment requirements through December 31, 2013. The lease was amended in November 2014 as the Company obtained additional lease space. The lease requires minimum monthly rental payments of $17,870 from January 1, 2015 through July 31, 2015, increasing on August 1 for each 12-month period to $18,242, $18,614, $18,986, $19,359, $19,731 and $20,103, respectively, to lease maturity in December 2020. Rent expense will be recorded on a straight-line basis over the life of the lease.

Rent expense for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) through December 31, 2013 was $134,767 and $41,800, respectively.

Minimum future lease payments are as follows:

Year Ending
2015	$	216,301
2016		220,769
2017		225,236
2018		229,704
2019		234,171
Thereafter		238,639
	$	1,364,820

Product Cost Paid as a Profit Share

The Company has entered into agreements with third parties under which the Company will sell, market, and distribute the products manufactured by the third parties. The price charged by the third parties for products supplied by them includes a fixed price component and a share of gross contribution earned, computed as provided in the agreements. The ratio in which the gross contribution is shared between the Company and the third parties may vary based on product and/or gross contribution thresholds defined in dollars and/or the time elapsed since the first shipment. Profit share in the amount of $111,114,801 and $28,166,401 for the year ended December 31, 2014 and for the period from January 7, 2013 (date of inception) to December 31, 2013, respectively, was included in cost of goods sold. In addition, the liability relating to the profit share was $16,294,174 and $28,166,401 as of December 31, 2014 and 2013, respectively, which is included in accounts payable.

Note K - Related Parties

An entity with common ownership as the Company performs certain product development services on behalf of the Company. Such services are performed on a fee for services basis and amounted to $3,297,688 and $0 for the year ended December 31, 2014 and the period from January 7, 2013 (date of inception) through December 31, 2013, respectively.

17

EX-99.3

Exhibit 99.3

 

Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the members' of
Lucid Pharma, LLC.

We have audited the accompanying financial statements of Lucid Pharma, LLC. (a New Jersey Limited Liability Company), which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of income, retained earnings, and cash flows for the years then ended, and the related notes to financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

  

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lucid Pharma, LLC. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Ram Associates

Hamilton, NJ

September 16, 2016.

LUCID PHARMA, LLC

Balance Sheets

December 31,

	2015		2014
ASSETS
Current assets :
Cash	$	1,643,345	$	10,422,483
Accounts receivable		9,529,183		6,098,754
Inventories		7,203,444		4,314,999
Investment in unconsolidated subsidiary		6,575		6,575
Total current assets		18,382,547		20,842,811
Property, plant & equipment		17,477		13,615
Security deposit		2,188		-
TOTAL ASSETS	$	18,402,212	$	20,856,426
LIABILITIES AND MEMBERS' EQUITY
Current liabilities :
Accounts payable and accrued expenses	$	16,766,448		16,548,985
Due to related party		58,076		-
Total current liabilities		16,824,524		16,548,985
Members' equity :
Members' equity		1,577,688		4,307,441
Total members' equity		1,577,688		4,307,441
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	18,402,212	$	20,856,426

- See accompanying notes and independent auditors' report -

3

LUCID PHARMA, LLC

Statements of Income

For The Years Ended December 31, 2015 and 2014

	2015			2014
Net revenue	$	54,437,640		$	44,272,976
Cost of sales		48,160,864			39,194,321
Gross profit		6,276,776			5,078,655
Operating expenses
Selling, general and administration expenses		3,353,377			1,924,349
Net operating income (loss) before other income (expenses)		2,923,399			3,154,306
Other income (expenses)
Depreciation and amortization		(8,738	)		-
Total other income (expenses)		(8,738	)		-
Net income before discontinued operations		2,914,661			3,154,306
Discontinued operations
Net income from discontinued operations		-			16,578,059
Net income	$	2,914,661		$	19,732,365

- See accompanying notes and independent auditors' report -

4

LUCID PHARMA, LLC

Statements of Changes in Members' Equity

For The Years Ended December 31, 2015 and 2014

	Members' equity			Total members' equity
Balance at December 31, 2013	$	3,440,016		$	3,440,016
Net income		19,732,365			19,732,365
Members' distribution		(18,864,940	)		(18,864,940	)
Balance at December 31, 2014	$	4,307,441		$	4,307,441
Net income		2,914,661			2,914,661
Members' distribution		(5,644,414	)		(5,644,414	)
Balance at December 31, 2015	$	1,577,688		$	1,577,688

- See accompanying notes and independent auditors' report -

5

LUCID PHARMA, LLC

Statements of Cash Flows

For The Years Ended December 31, 2015 and 2014

	2015			2014
Cash flows from operating activities
Net income	$	2,914,661		$	19,732,365
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Depreciation		8,738			-
Changes in assets and liabilities :
(Increase) / decrease in :
Accounts receivable		(3,430,429	)		2,445,029
Inventory		(2,888,445	)		4,823,365
Prepaid expenses		-			10,886
Due from vendor		-			63,146
Security deposit		(2,188	)		54,388
Increase / (decrease) in :
Accounts payable and accrued expenses		217,463			(2,981,779	)
Due to related party		58,076			-
Total adjustments		(6,036,785	)		4,415,035
Net cash provided by / (used in) operating activities		(3,122,124	)		24,147,400
Cash flows from investing activities
Advances to related party		-			600,000
Sale of asset		-			297,357
Decrease in goodwill		-			2,575,000
Purchase of property, plant and equipment		(12,600	)		(13,615	)
Net cash provided by/ (used in) investing activities		(12,600	)		3,458,742
Cash flows from financing activities
Members' distribution		(5,644,414	)		(18,864,940	)
Net cash used in financing activities		(5,644,414	)		(18,864,940	)
Net increase/(decrease) in cash and cash equivalents		(8,779,138	)		8,741,202
Cash at the beginning of the year		10,422,483			1,681,281
Cash at the end of the year	$	1,643,345		$	10,422,483
Supplementary disclosure of cash flows information:
Cash paid during the years for:
Income taxes	$	-		$	-
Interest		-			-

- See accompanying notes and independent auditors' report -

6

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

1) Organization and Description of Business

Lucid Pharma, LLC (“Lucid”) provides distribution and pharmacy marketing programs in the pharmaceuticals and distribution industry. Lucid is located in East Brunswick, New Jersey.

Lucid, a wholly owned subsidiary of Gensource Pharma LLC, deals with the government contracts and veterinary business. Lucid maintains divisional income and expenses which is presented in the supplementary schedules.

Lucid was previously known as Cedardale Distributors LLC (“Cedardale”). On September 30, 2014, Cedardale entered into an Asset Purchase Agreement (‘APA’) subject to which certain assets and liabilities of Cedardale were purchased by the third party buyer (Refer Note. 7) Pursuant to the APA and provisions contained in the agreement pertaining to the exclusive use of the names ‘Gen-source RX’ and ‘Cedardale Distributors’, Cedardale has amended the name to “Lucid Pharma LLC”, effective from the filing date with the State.

2) Summary of Significant Accounting Policies

Accounting Policies

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (US GAAP); consequently, revenue is recognized when services are rendered and expenses are reflected when costs are incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are often based on judgments, probabilities and assumptions that management believes are reasonable but that are inherently uncertain and unpredictable. As a result, actual result could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustment, if any, to the estimates used are made prospectively based on such periodic evaluations.

7

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

Revenue Recognition

Revenues from sales of products are recognized at the time of delivery and when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds and completion of all performance obligations. Sales discounts are issued to customers as direct discounts at the point-of-sale or through intermediary wholesaler, known as chargebacks, or indirectly in the form of rebates. Revenues are recorded net of provisions for sales discount and returns, which are established at the time of sale, when estimated provisions for product returns, rebates, and other sales allowances are reasonably determinable, and when collectibles is reasonably assured. Accruals for these provisions are presented as a direct reduction to accounts receivable and revenues.

Cash and cash equivalents

The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

Accounts receivable

The Company extends credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. The Company does not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on its financial position, liquidity or results of operations. During the years ended December 31, 2015 and 2014, the Company had write offs of accounts receivable of $Nil and $126,980(Discontinued Operations), respectively. The allowances for uncollectible accounts as of December 31, 2015 and 2014 were $ 213,585 and $nil respectively.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. The Company establishes reserves for its inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market value, management considers such factors as the amount of inventory on hand; estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including level of competition. The Company records provisions for the inventory reserves as part of cost of sales.

8

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures defines fair value and establishes a hierarchy for reporting the reliability of input measurements used to assess fair value for all assets and liabilities. FASB ASC 820 defines fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal or most advantageous market on the measurement date. That framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Certain financial instruments are carried at cost on the balance sheet, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash, accounts receivable, accounts payable and accrued expenses and other liabilities.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2015 and 2014 was $Nil and $65,497, respectively.

Income taxes

The Company is a limited liability company and is treated as a partnership for tax purposes and, as such, the income or loss is reported on the respective members’ income tax returns. Accordingly, no provision for such taxes has been made to the accompanying consolidated financial statements.

The Company follows ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. For the years ended December 31, 2015 and 2014, the Company has no material uncertain tax positions to be accounted for in the consolidated financial statements. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2012 and 2011, respectively. No authorities have commenced income tax examinations through the date of the auditors’ report.

Property and Equipment

Property and equipment are stated at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 39.5 years. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Repairs and maintenance expenses during the years ended December 31, 2015 and 2014 were $ 2,755 and $14,357, respectively.

At December 31, 2015 and 2014 property and equipment consisted of the following:

9

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

	2015			2014
Computer and Equipment	$	15,215		$	13,615
Furniture and Fixtures		11,000			-
		26,215			13,615
Less : Accumulated Depreciation		(8,738	)		-
Net Fixed Assets	$	17,477		$	13,615

Depreciation expenses during the years ended December 31, 2015 and 2014 were $ 8,738 and $ 92,490 (Discontinued operations) respectively.

3) Concentrations

Concentration of credit risks with respect to accounts receivable is limited because of the credit worthiness of the Company’s major customers. The majority of the Company’s accounts receivable arises from product sales in the United States and is primarily due from drug wholesalers and retailers, hospitals, managed health care providers and pharmacy benefit managers. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. Revenue from the Company’s three major customers represented approximately 94% and 89% of the Company’s (surviving business) net revenue for the years ended December 31, 2015 and 2014, respectively. Accounts receivable from the top three customers represented approximately 92% and 79% of total accounts receivable as of December 31, 2015 and 2014, respectively.

4) Sales Returns and Allowances

At the time of sale, the Company simultaneously records estimates for various costs, which reduce product sales. These costs include estimates for price adjustment, products returns, rebates, including Medicaid rebates, prompt payment discounts and other sales allowances. In addition, the Company records allowances for shelf-stock adjustments when the conditions so warrant.

Estimates for sales allowances such as product returns and rebates are based on a variety of factors including actual returns experience of that product or similar products, rebate arrangements for each product, and estimated sales by our wholesale customers to other third parties who have contracts with the Company. Actual experience associated with any of these items may be different than the Company’s estimates. The Company regularly reviews the factors that influence its estimates and, if necessary, makes adjustments when it believes that actual product returns, credits and other allowances may differ from established reserves.

10

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

5) Product Liability

Accruals for product liability claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The accruals are adjusted periodically as additional information becomes available. From time to time the Company is subject to claims and law suits arising in the ordinary course of business, including patent, product liability and other litigation. In determining whether liabilities should be recorded for pending claims, the Company assesses the allegations made and the likelihood that it will be able to defend against the claim successfully. The Company records provisions to the extent it conclude that a contingent liability is probable and the amount thereof is estimable. Because litigation outcomes and contingencies are unpredictable, and because excessive verdicts can occur, these assessments involve complex judgments about future events and can rely heavily on estimates and assumptions. For the years ended December 31, 2015 and 2014, no accruals for product liability were made.

6) Legal Settlements and Proceedings

The Company is involved in, or has been involved in, legal proceedings that arise from the normal course of business. The Company cannot predict the timing or outcome of these claims and other proceedings. Currently, the Company is not involved in any arbitration and/or other legal proceedings that it expects to have a material effect on the business, financial condition, results of operations or liquidity of the Company. All legal cost is expensed as incurred.

7) Discontinued Operations

As part of the consummated asset purchase agreement (entered into on September 30, 2014 and closed on October 10, 2014) Lucid divested a portion of its business to the buyer. The part that divested included sales, marketing and distribution of pharmaceutical products to independent pharmacies, small chains, long term care centers and certain group purchasing organizations (GPO’s). The total sale value of the said asset purchase agreement is $20,000,000. The sale price was allocated against the net book value of the assets and liabilities acquired by the buyer and the resulting gain of $13,035,416 was classified as Gain on Sale of Business in the accompanying Schedule of Discontinued Operations.

The Schedule of Discontinued Operations is presented for additional analysis and was not subjected to audit procedures. The buyer has taken possession of all the assets and liabilities as of the closing date of the agreement, including the associated documents, invoices, bills, receipts, payments, etc. The agreement allows the buyer to withhold $3,000,000 from the total sale price of $20 million, which is payable after eighteen months from the date of closing, after adjusting for working capital requirements of $1,065,770. The Company has received $15,934,230 after the agreed adjustments.

11

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

The amount received was allocated to the assets and liabilities as follows:

Accounts receivable	$	4,833,491
Inventory		4,545,881
Fixed assets		219,162
Goodwill		2,575,000
Miscellaneous		780
Total Assets:		12,174,314
Accounts payable		(9,275,500	)
Total Liabilities		(9,275,500	)
Net Asset and Liabilities		2,898,814
Total Sale Price received after adjustments		15,934,230
Gain recognized on sale of business	$	13,035,416

8) New Accounting Pronouncements

i)      In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its consolidated financial statements.

ii)      In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

12

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

iii)      In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement – Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

9) Commitments

The Company has vacated the premises located in Carlstadt, New Jersey pursuant to the APA as of October 10, 2014. The Company has entered into a sub-lease for its office facility located at East Brunswick, New Jersey expiring through December 2020.

The Company has entered into a lease agreement expiring through February 2019 for its facility located at Oakbrook, Illinois. The future lease commitments as of December 31, 2015 are as follows:

Year ended December 31,

	2015		2014
2015	$	-	$	62,825
2016		64,226		64,226
2017		65,628		65,628
2018		67,029		67,029
2019		56,243		111,075
2020		54,832		-
Total	$	307,958	$	370,783

For the years ended December 31, 2015 and 2014, rent expenses were $ 51,043 and $ 300,287 respectively.

10) Subsequent events

The Company has evaluated subsequent events through September 16, 2016, the date which the financial statements were available to be issued. No reportable subsequent events have occurred through September 16, 2016 which would have a significant effect on the financial statements as of December 31, 2015, and 2014 except as otherwise disclosed.

13

LUCID PHARMA, LLC

Schedule of Operating Activities by Division

For The Years Ended December 31,

	2015									2014
				Veteran			Veterinary						Veteran			Veterinary
	Total			Division			Division			Total			Division			Division
Revenue
Sales	$	61,126,511		$	55,837,183		$	5,289,328		$	48,274,849		$	42,802,849		$	5,472,000
Chargebacks		(5,476,898	)		(5,476,898	)		-			(3,053,477	)		(3,053,477	)		-
Customer Rebates / Discounts		(1,211,973	)		(1,211,973	)		-			(948,396	)		(798,346	)		(150,050	)
Total revenue		54,437,640			49,148,312			5,289,328			44,272,976			38,951,026			5,321,950
Cost of sales
Cost of Sales		47,603,100			43,664,344			3,938,756			38,881,266			34,659,702			4,221,564
Shipping		606,257			272,085			334,172			440,872			367,259			73,613
Cash Discount		(48,493	)		-			(48,493	)		(127,818	)		-			(127,818	)
Total cost of sales		48,160,864			43,936,429			4,224,435			39,194,320			35,026,961			4,167,359
Gross profit		6,276,776			5,211,883			1,064,893			5,078,656			3,924,065			1,154,591
Operating expenses
Automobile Expenses		1,129			1,129			-			775			775			-
Admin Fee		1,363,714			1,363,714			-			1,090,564			1,090,564			-
Bank service and credit card fees		20,130			20,130			-			-			-			-
Cost Recovery Fee		251,725			251,725			-			199,705			199,705			-
Cust. Overpay/Allow for Doubt		-			-			-			87,606			87,606			-
Depreciation and amortization		8,738			8,738			-			-			-			-
Travel and Entertainment		17,116			480			16,636			12,905			8,603			4,302
Cleaning and Sanitation		-			-			-			1,500			-			1,500
Payroll and Benefits		429,976			398,956			31,020			196,114			130,743			65,371
Commissions		154,621			-			154,621			141,465			-			141,465
Licenses and Permits		46,755			46,755			-			18,743			12,495			6,248
Miscellaneous		2,280			-			2,280			-			-			-
Professional Fees: System Consultants		26,732			26,732			-			1,572			1,048			524
Professional fees		529,652			158,275			371,377			69,771			28,000			41,771
Provison for Doubtful Debts		187,934			187,934			-			-			-			-
Dues and Subcription		147,620			601			147,019			689			689			-
Repair and maintenance		2,755			2,755			-			-			-			-
Security		2,138			-			2,138			-			-			-
Supplies		585			585			-			16,726			7,834			8,892
Telephone		3,473			3,473			-			11,259			7,506			3,753
Insurance		112,280			112,280			-			32,955			24,368			8,587
Rent		52,137			41,488			10,649			42,000			12,000			30,000
Utilities		625			-			625			-			-			-
Total operating expenses		3,362,115			2,625,750			736,365			1,924,349			1,611,936			312,413
Net profit	$	2,914,661		$	2,586,133		$	328,528		$	3,154,307		$	2,312,129		$	842,178

- See accompanying notes and independent auditors' report -

14

LUCID PHARMA, LLC

Schedule of Discontinued Operations

For The Years Ended December 31,

	2015		2014
REVENUE	$	-	$	35,022,959
COST OF GOODS SOLD
Inventory, Beginning		-		4,716,919
Product Costs		-		19,157,728
Shipping and Delivery		-		941,821
		-		24,816,468
Less: Inventory, Ending		-		-
Total Cost of Goods Sold		-		24,816,468
Gross Profit		-		10,206,491
GENERAL AND ADMINISTRATION EXPENSES
Advertising expenses		-		65,497
Automobile expenses		-		8,308
Bad debt expenses		-		126,980
Bank service and credit card fees		-		295,620
Bonus		-		282,086
Computer expense		-		28,302
Dues and subscription		-		11,960
Employee benefits		-		137,485
Employee leasing expense		-		3,497,086
Equipment rental		-		8,327
Filing fees		-		25,304
India operations		-		232,358
Insurance		-		25,121
Licenses and permits		-		25,361
Meals and entertainment		-		15,649
Office expense		-		62,438
Office supplies		-		34,827
Outside services		-		44,598
Payroll service fees		-		49,296
Postage and delivery		-		13,941
Professional fees		-		1,060,656
Rent expense		-		258,287
Repairs and maintenance		-		35,565
Security system		-		2,756
Surety bond premium		-		6,600
Training and education		-		5,197
Travel		-		30,260
Utilities		-		64,252
Telephone		-		69,639
Warehouse supplies		-		47,602
Total general and administrative expenses		-		6,571,358
Depreciation		-		92,490
Gain on sale of business		-		13,035,416
NET INCOME	$	-	$	16,578,059

- See accompanying notes and independent auditors' report -

15

EX-99.4

Exhibit 99.4

 

Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the members' of

Lucid Pharma, LLC.

We have audited the accompanying financial statements of Lucid Pharma, LLC. (a New Jersey Limited Liability Company), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of income, retained earnings, and cash flows for the years then ended, and the related notes to financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lucid Pharma, LLC. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Ram Associates

Hamilton, NJ

September 16, 2016.

LUCID PHARMA, LLC

Balance Sheets

December 31,

	2014		2013
ASSETS
Current assets :
Cash	$	10,422,483	$	1,681,281
Accounts receivable		6,098,754		8,543,783
Inventories		4,314,999		9,138,364
Prepaid expenses		-		10,886
Due from vendor		-		63,146
Due from related party		-		600,000
Investment in unconsolidated subsidiary		6,575		6,575
Total current assets		20,842,811		20,044,035
Property, plant & equipment		13,615		297,357
Goodwill		-		2,575,000
Security deposit		-		54,388
TOTAL ASSETS	$	20,856,426	$	22,970,780
LIABILITIES AND MEMBERS' EQUITY
Current liabilities :
Accounts payable and accrued expenses	$	16,548,985	$	19,530,764
Total current liabilities		16,548,985		19,530,764
Members' equity :
Members' equity		4,307,441		3,440,016
Total members' equity		4,307,441		3,440,016
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	20,856,426	$	22,970,780

- See accompanying notes and independent auditors' report -

3

LUCID PHARMA, LLC

Statements of Income

For The Years Ended December 31, 2014 and 2013

	2014		2013
Net revenue	$	44,272,976	$	20,678,442
Cost of sales		39,194,321		17,131,059
Gross profit		5,078,655		3,547,383
Operating expenses
Selling, general and administration expenses		1,924,349		1,379,078
Net income (loss) before discontinued operations		3,154,306		2,168,305
Discontinued operations
Net income from discontinued operations		16,578,059		1,201,726
Net income (loss)	$	19,732,365	$	3,370,031

- See accompanying notes and independent auditors' report -

4

LUCID PHARMA, LLC 

Statements of Changes in Members' Equity

For The Years Ended December 31, 2014 and 2013

	Members' equity			Total members' equity
Balance at December 31, 2012	$	905,086		$	905,086
Net income		3,370,031			3,370,031
Members' distribution		(835,101	)		(835,101	)
Balance at December 31, 2013	$	3,440,016		$	3,440,016
Net income		19,732,365			19,732,365
Members' distribution		(18,864,940	)		(18,864,940	)
Balance at December 31, 2014	$	4,307,441		$	4,307,441

- See accompanying notes and independent auditors' report -

5

LUCID PHARMA, LLC

Statements of Cash Flows

For The Years Ended December 31, 2014 and 2013

	2014			2013
Cash flows from operating activities
Net income	$	19,732,365		$	3,370,031
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Depreciation		92,490			82,730
Changes in assets and liabilities :
(Increase) / decrease in :
Accounts receivable		2,445,029			(5,565,495	)
Inventory		4,823,365			(6,108,599	)
Prepaid expenses		10,886			8,612
Due from vendor		63,146			25,282
Security deposit		54,388			(15,370	)
Increase / (decrease) in :
Accounts payable and accrued expenses		(2,981,779	)		10,171,943
Total adjustments		4,507,525			(1,400,897	)
Net cash provided by operating activities		24,239,890			1,969,134
Cash flows from investing activities
Advances to related party		600,000			(600,000	)
Sale of asset		204,867			-
Decrease in goodwill		2,575,000			-
Purchase of property, plant and equipment		(13,615	)		(43,551	)
Net cash provided by /(used in) investing activities		3,366,252			(643,551	)
Cash flows from financing activities
Members' distribution		(18,864,940	)		(835,101	)
Net cash used in financing activities		(18,864,940	)		(835,101	)
Net increase in cash		8,741,202			490,482
Cash at the beginning of the year		1,681,281			1,190,799
Cash at the end of the year	$	10,422,483		$	1,681,281
Supplementary disclosure of cash flows information:
Cash paid during the years for:
Income taxes	$	-		$	-
Interest		-			-

- See accompanying notes and independent auditors' report -

6

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

1) Organization and Description of Business

Lucid Pharma, LLC (“Lucid”) provides distribution and pharmacy marketing programs in the pharmaceuticals and distribution industry. Lucid is located in East Brunswick, New Jersey.

Lucid, a wholly owned subsidiary of Gensource Pharma LLC, deals with the government contracts and veterinary business. Lucid maintains divisional income and expenses which is presented in the supplementary schedules.

Lucid was previously known as Cedardale Distributors LLC (“Cedardale”). On September 30, 2014, Cedardale entered into an Asset Purchase Agreement (‘APA’) subject to which certain assets and liabilities of Cedardale were purchased by the third party buyer (Refer Note. 8) Pursuant to the APA and provisions contained in the agreement pertaining to the exclusive use of the names ‘Gen-source RX’ and ‘Cedardale Distributors’, Cedardale has amended the name to “Lucid Pharma LLC”, effective from the filing date with the State.

2) Summary of Significant Accounting Policies

Accounting Policies

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (US GAAP); consequently, revenue is recognized when services are rendered and expenses are reflected when costs are incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are often based on judgments, probabilities and assumptions that management believes are reasonable but that are inherently uncertain and unpredictable. As a result, actual result could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustment, if any, to the estimates used are made prospectively based on such periodic evaluations.

Revenue Recognition

Revenues from sales of products are recognized at the time of delivery and when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds and completion of all performance obligations. Sales discounts are issued to customers as direct discounts at the point-of-sale or through intermediary wholesaler, known as chargebacks, or indirectly in the form of rebates. Revenues are recorded net of provisions for sales discount and returns, which are established at the time of sale, when estimated provisions for product returns, rebates, and other sales allowances are reasonably determinable, and when collectibles is reasonably assured. Accruals for these provisions are presented as a direct reduction to accounts receivable and revenues.

7

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

Cash and cash equivalents

The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

Accounts receivable

The Company extends credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. The Company does not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on its financial position, liquidity or results of operations. During the years ended December 31, 2014 and 2013, the Company had write offs of accounts receivable of $126,980 and $228,470, respectively. The allowances for uncollectible accounts as of December 31, 2014 and 2013 were $ nil and $50,000, respectively.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. The Company establishes reserves for its inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market value, management considers such factors as the amount of inventory on hand; estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including level of competition. The Company records provisions for the inventory reserves as part of cost of sales.

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures defines fair value and establishes a hierarchy for reporting the reliability of input measurements used to assess fair value for all assets and liabilities. FASB ASC 820 defines fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal or most advantageous market on the measurement date. That framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Certain financial instruments are carried at cost on the balance sheet, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash, accounts receivable, accounts payable and accrued expenses and other liabilities.

8

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2014 and 2013 was $65,497 and $177,715, respectively.

Income taxes

The Company is a limited liability company and is treated as a partnership for tax purposes and, as such, the income or loss is reported on the respective members’ income tax returns. Accordingly, no provision for such taxes has been made to the accompanying financial statements.

The Company follows ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. For the years ended December 31, 2014 and 2013, the Company has no material uncertain tax positions to be accounted for in the financial statements. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2011 and 2010, respectively. No authorities have commenced income tax examinations through the date of the auditors’ report.

Property and Equipment

Property and equipment are stated at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 39.5 years. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Repairs and maintenance expenses during the years ended December 31, 2014 and 2013 were $ 14,357 and $9,299, respectively.

At December 31, 2014 and 2013 property and equipment consisted of the following:

9

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

	2014		2013
Computer and Equipment	$	13,615	$	359,673
Furniture and Fixtures		-		164,924
Computer Software		-		637,917
Office Equipment		-		67,391
Machinery and Equipment		-		86,402
Leasehold Improvements		-		37,031
Vehicle		-		1,500
Building Improvements		-		91,423
Other Equipment and Fixtures		-		124,741
Security System		-		33,486
		13,615		1,604,488
Less : Accumulated Depreciation		-		1,307,131
Net Fixed Assets	$	13,615	$	297,357

Depreciation expenses (discontinued operations) during the years ended December 31, 2014 and 2013 were $ 92,490 and $ 82,730 respectively.

Goodwill

The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.

The Company follows Accounting Standards Codification Section 350, “Accounting for Goodwill and Intangible Assets”, (“ASC 350”) which no longer allows for the amortization of goodwill. The new statement requires that goodwill and certain intangible assets be assessed annually for impairment using fair value measurement techniques. During the years ended December 31, 2014 and 2013 no such impairment was required.

3) Concentrations

Concentration of credit risks with respect to accounts receivable is limited because of the credit worthiness of the Company’s major customers. The majority of the Company’s accounts receivable arises from product sales in the United States and are primarily due from drug wholesalers and retailers, hospitals, managed health care providers and pharmacy benefit managers. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. Revenue from the Company’s three major customers represented approximately 89% and 82% of the Company’s (surviving business) net revenue for the years ended December 31, 2014 and 2013, respectively. Accounts receivable from the top three customers represented approximately 79% and 84% of total accounts receivable as of December 31, 2014 and 2013, respectively.

10

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

4) Sales Returns and Allowances

At the time of sale, the Company simultaneously records estimates for various costs, which reduce product sales. These costs include estimates for price adjustment, products returns, rebates, including Medicaid rebates, prompt payment discounts and other sales allowances. In addition, the Company records allowances for shelf-stock adjustments when the conditions so warrant.

Estimates for sales allowances such as product returns and rebates are based on a variety of factors including actual returns experience of that product or similar products, rebate arrangements for each product, and estimated sales by our wholesale customers to other third parties who have contracts with the Company. Actual experience associated with any of these items may be different than the Company’s estimates. The Company regularly reviews the factors that influence its estimates and, if necessary, makes adjustments when it believes that actual product returns, credits and other allowances may differ from established reserves.

5) Product Liability

Accruals for product liability claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The accruals are adjusted periodically as additional information becomes available. From time to time the Company is subject to claims and law suits arising in the ordinary course of business, including patent, product liability and other litigation. In determining whether liabilities should be recorded for pending claims, the Company assesses the allegations made and the likelihood that it will be able to defend against the claim successfully. The Company records provisions to the extent it conclude that a contingent liability is probable and the amount thereof is estimable. Because litigation outcomes and contingencies are unpredictable, and because excessive verdicts can occur, these assessments involve complex judgments about future events and can rely heavily on estimates and assumptions. For the years ended December 31, 2014 and 2013, no accruals for product liability were made.

6) Legal Settlements and Proceedings

The Company is involved in, or has been involved in, legal proceedings that arise from the normal course of business. The Company cannot predict the timing or outcome of these claims and other proceedings. Currently, the Company is not involved in any arbitration and/or other legal proceedings that it expects to have a material effect on the business, financial condition, results of operations or liquidity of the Company. All legal cost is expensed as incurred.

11

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

7) New Accounting Pronouncements

i)          In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.

ii)         In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its financial statements.

iii)        In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement – Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

12

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

8) Discontinued Operations

As part of the consummated asset purchase agreement (entered into on September 30, 2014 and closed on October 10, 2014) Lucid divested a portion of its business to the buyer. The part that divested included sales, marketing and distribution of pharmaceutical products to independent pharmacies, small chains, long term care centers and certain group purchasing organizations (GPO’s). The total sale value of the said asset purchase agreement is $20,000,000. The sale price was allocated against the net book value of the assets and liabilities acquired by the buyer and the resulting gain of $13,035,416 was classified as Gain on Sale of Business in the accompanying Schedule of Discontinued Operations (page 15).

The Schedule of Discontinued Operations is presented for additional analysis and was not subjected to audit procedures. The buyer has taken possession of all the assets and liabilities as of the closing date of the agreement, including the associated documents, invoices, bills, receipts, payments, etc. The agreement allows the buyer to withhold $3,000,000 from the total sale price of $20 million, which is payable after eighteen months from the date of closing, after adjusting for working capital requirements of $1,065,770. The Company has received $15,934,230 after the agreed adjustments. The amount received was allocated to the assets and liabilities as follows:

Accounts receivable	$	4,833,491
Inventory		4,545,881
Fixed assets		219,162
Goodwill		2,575,000
Miscellaneous		780
Total Assets:		12,174,314
Accounts payable		(9,275,500	)
Total Liabilities		(9,275,500	)
Net Asset and Liabilities		2,898,814
Total Sale Price received after adjustments		15,934,230
Gain recognized on sale of business	$	13,035,416

9) Commitments

The Company has vacated the premises located in Carlstadt, New Jersey pursuant to the APA as of October 10, 2014. The Company does not have any lease for its office facility and is currently located at East Brunswick, New Jersey.

For the period ended December 31, 2014 and 2013, rent expenses were $ 300,287 and $ 325,842 respectively.

13

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

10) Subsequent events

The Company has evaluated subsequent events through September 16, 2016, the date which the financial statements were available to be issued. No reportable subsequent events have occurred through September 16, 2016 which would have a significant effect on the financial statements as of December 31, 2014, except as otherwise disclosed.

14

LUCID PHARMA, LLC

Schedule of Operating Activities by Division

For The Years Ended December 31,

	2014									2013
				Veteran			Veterinary						Veteran			Veterinary
	Total			Division			Division			Total			Division			Division
Revenue
Sales	$	48,274,849		$	42,802,849		$	5,472,000		$	21,703,117		$	12,353,420		$	9,349,697
Chargebacks		(3,053,477	)		(3,053,477	)		-			(830,335	)		(830,335	)		-
Customer Rebates / Discounts		(948,396	)		(798,346	)		(150,050	)		(194,340	)		(194,340	)		-
Total revenue		44,272,976			38,951,026			5,321,950			20,678,442			11,328,745			9,349,697
Cost of sales
Cost of Sales		38,881,266			34,659,702			4,221,564			17,086,487			10,024,645			7,061,842
Shipping		440,872			367,259			73,613			216,703			153,586			63,117
Cash Discount		(127,818	)		-			(127,818	)		(172,131	)		-			(172,131	)
Total cost of sales		39,194,320			35,026,961			4,167,359			17,131,059			10,178,231			6,952,828
Gross profit		5,078,656			3,924,065			1,154,591			3,547,383			1,150,514			2,396,869
Operating expenses
Automobile Expenses		775			775			-			24			-			24
Admin Fee		1,090,564			1,090,564			-			308,205			308,205			-
Cost Recovery Fee		199,705			199,705			-			57,887			57,887			-
Cust. Overpay/Allow for Doubt		87,606			87,606			-			-			-			-
Travel and Entertainment		12,905			8,603			4,302			14,387			-			14,387
Cleaning and Sanitation		1,500			-			1,500			-			-			-
Payroll and Benefits		196,114			130,743			65,371			230,666			76,889			153,777
Commissions		141,465			-			141,465			263,679			22,500			241,179
Licenses and Permits		18,743			12,495			6,248			-			-			-
Professional Fees: System Consultants		1,572			1,048			524			-			-			-
Professional fees		69,771			28,000			41,771			374,231			-			374,231
Dues and Subcription		689			689			-			709			-			709
Supplies		16,726			7,834			8,892			24,815			20,111			4,704
Telephone		11,259			7,506			3,753			28,840			9,613			19,227
Insurance		32,955			24,368			8,587			11,802			3,934			7,868
Rent		42,000			12,000			30,000			63,833			21,278			42,555
Total operating expenses		1,924,349			1,611,936			312,413			1,379,078			520,417			858,661
Net profit	$	3,154,307		$	2,312,129		$	842,178		$	2,168,305		$	630,097		$	1,538,208

- See accompanying notes and independent auditors' report -

15

LUCID PHARMA, LLC

Schedule of Discontinued Operations

December 31,

	2014		2013
REVENUE	$	35,022,959	$	31,909,586
COST OF GOODS SOLD
Inventory, Beginning		4,716,919		2,789,170
Product Costs		19,157,728		26,084,579
Shipping and Delivery		941,821		964,921
		24,816,468		29,838,670
Less: Inventory, Ending		-		4,716,919
Total Cost of Goods Sold		24,816,468		25,121,751
Gross Profit		10,206,491		6,787,835
GENERAL AND ADMINISTRATION EXPENSES
Advertising expenses		65,497		177,705
Automobile expenses		8,308		15,245
Bad debt expenses		126,980		228,470
Bank service and credit card fees		295,620		232,416
Bonus		282,086		-
Computer expense		28,302		26,165
Dues and subscription		11,960		14,527
Employee benefits		137,485		130,457
Employee leasing expense		3,497,086		3,315,064
Equipment rental		8,327		8,670
Filing fees		25,304		10,701
India operations		232,358		307,882
Insurance		25,121		57,543
Licenses and permits		25,361		43,519
Meals and entertainment		15,649		23,075
Office expense		62,438		47,790
Office supplies		34,827		-
Outside services		44,598		-
Payroll service fees		49,296		58,202
Postage and delivery		13,941		12,713
Professional fees		1,060,656		176,552
Rent expense		258,287		272,646
Repairs and maintenance		35,565		49,731
Security system		2,756		5,416
Surety bond premium		6,600		9,876
Training and education		5,197		6,549
Travel		30,260		75,266
Utilities		64,252		59,628
Telephone		69,639		83,916
Warehouse supplies		47,602		53,655
Total general and administrative expenses		6,571,358		5,503,379
Depreciation		92,490		82,730
Gain on sale of business		13,035,416		-
Net Income	$	16,578,059	$	1,201,726

- See accompanying notes and independent auditors' report -

16

EX-99.5

Exhibit 99.5

CITRON PHARMA LLC

Balance Sheets

	September 30,		December 31,
	2016 (Unaudited)		2015
ASSETS
Current assets:
Cash and cash equivalents	$	28,167,858	$	15,072,110
Accounts receivable, net		34,688,374		20,492,611
Inventory, net		20,497,431		16,404,030
Prepaid expenses and other current assets		259,843		80,000
Total current assets		83,613,506		52,048,751
Property and equipment, net		311,656		226,472
Other assets:
Investments - available for sale securities		-		19,821,559
Due from affiliates		1,755,482		273,389
Intangible assets, net		742,500		1,507,333
Deposits and other assets		10,815		10,815
Total assets	$	86,433,959	$	73,888,319
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Line of credit	$	12,524,072	$	-
Accounts payable		32,266,413		25,495,010
Accrued expenses		35,571,951		33,377,289
Total current liabilities		80,362,436		58,872,299
Members' capital		6,071,523		15,212,048
Accumulated other comprehensive loss		-		(196,028	)
Total members' capital		6,071,523		15,016,020
Total liabilities and members' capital	$	86,433,959	$	73,888,319

See accompanying notes to financial statements

1

CITRON PHARMA LLC

Statements of Operations

	Nine-Month Periods Ended
	September 30,			September 30,
	2016 (Unaudited)			2015 (Unaudited)
Net sales	$	98,919,512		$	87,716,618
Cost of goods sold, including gross contribution margin share		63,634,604			47,026,988
Gross profit		35,284,908			40,689,630
Selling and marketing expenses		4,708,399			2,677,827
General and administrative expenses		5,656,360			5,909,138
Research and development		584,831			1,244,449
Total expenses		10,949,590			9,831,414
Income from operations		24,335,318			30,858,216
Other income (expense):
Interest income		119,251			317,451
Interest expense		(197,631	)		-
Realized loss on investments - available for sale, reclassified from accumulated other comprehensive loss		(231,956	)		(101,294	)
Research and development refund		-			2,000,000
Related party management fee income		500,000			-
Total other income		189,664			2,216,157
Income before provision for income taxes		24,524,982			33,074,373
Provision for income taxes		533,595			600,000
Net income	$	23,991,387		$	32,474,373

See accompanying notes to financial statements

2

CITRON PHARMA LLC

Statements of Comprehensive Income

	Nine-Month Periods Ended
	September 30,			September 30,
	2016 (Unaudited)			2015 (Unaudited)
Net income	$	23,991,387		$	32,474,373
Unrealized loss on investments - available for sale		(35,928	)		(138,472	)
Reclassification adjustment for loss on investments - available for sale		231,956			101,294
Total other comprehensive income (loss)		196,028			(37,178	)
Comprehensive income	$	24,187,415		$	32,437,195

See accompanying notes to financial statements

3

CITRON PHARMA LLC

Statements of Cash Flows

	Nine-Month Periods Ended
	September 30,			September 30,
	2016 (Unaudited)			2015 (Unaudited)
Cash flows from operating activities:
Net income	$	23,991,387		$	32,474,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		838,333			1,567,824
Realized loss on sales of investments - available for sale		231,956			101,294
(Increase) decrease in:
Accounts receivable, net		(14,195,763	)		6,735,337
Inventory, net		(4,093,401	)		6,669,953
Prepaid expenses, deposits, and other assets		(179,843	)		368,075
Increase (decrease) in:
Accounts payable		6,771,403			(8,904,495	)
Accrued expenses		2,194,662			(12,295,456	)
Net cash provided by operating activities		15,558,734			26,716,905
Cash flows from investing activities:
Purchase of property and equipment		(158,684	)		(61,501	)
Due from affiliates, net		(1,482,093	)		(275,569	)
Proceeds from sales of investments - available for sale		19,785,631			19,830,150
Net cash provided by investing activities		18,144,854			19,493,080
Cash flows from financing activities:
Proceeds from line of credit		12,524,072			-
Distributions to members		(33,131,912	)		(81,192,459	)
Net cash used in financing activities		(20,607,840	)		(81,192,459	)
Net increase (decrease) in cash and cash equivalents		13,095,748			(34,982,474	)
Cash and cash equivalents, beginning of period		15,072,110			80,232,999
Cash and cash equivalents, end of period	$	28,167,858		$	45,250,525
Supplemental disclosure of cash flow information and non-cash activity:
Unrealized loss on investments - available for sale	$	(35,928	)	$	(138,472	)
Supplemental disclosures of cash paid:
Interest	$	197,631		$	-
Income taxes	$	889,309		$	1,450,200

See accompanying notes to financial statements

4

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note A - Organization and Nature of Operations

Citron Pharma LLC (the "Company", "Citron" or "we") is a privately held pharmaceutical company based in New Jersey focused on developing and marketing generic products in various therapeutic categories.

Citron was formed on January 7, 2013 and did its first commercial product launch on December 11, 2013.

One of the first products launched by Citron was Duloxetine. Duloxetine was one of a few generic products approved for sale to compete with the innovator drug, Cymbalta for the period December 2013 to June 2014, and accordingly, the prices charged to customers were significantly higher during this shared exclusivity period than the prices that were charged after competitive generic equivalent products were introduced into the market. Citron markets 36 products as of September 30, 2016.

We have entered into multiple development, manufacturing, and distribution agreements with vertically-integrated manufacturing and development facilities in North America and India, as the Company does not have its own manufacturing and logistics operations. Citron sells the products procured under these agreements in the United States of America through its sales force to various wholesalers, distributors, and retail chains. Citron uses internal, as well as, third party supply chain resources for order fulfillment and related activities. Citron also intends on expanding its development efforts to commercialize new products either through collaborative agreements or through its own research and development initiatives.

We market products directly to wholesalers, distributors as well as directly to the retail pharmacy chains. Wholesalers and distributors further resell our products to independent pharmacies, managed care organizations, hospitals, nursing homes, pharmacy benefit management companies and government entities. These customers are referred to as "indirect customers" who purchase our products primarily through our wholesale customers, which include three national entities. In North America, wholesalers and retail drug chains have undergone, and are continuing to undergo, significant consolidation, which may result in these groups gaining additional purchasing leverage.

On November 2, 2016, Citron Pharma LLC entered into a definitive product purchase agreement with ACETO Corporation (NASDAQ:ACET), an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, through its wholly-owned subsidiary Rising Pharmaceuticals, for sale of all of its generic products and related assets. Under the terms of the definitive agreement, the purchase price consists of an upfront payment of $210 million in cash, a $50 million unsecured deferred cash payment to Citron and equity consideration of 5.122 million shares of ACETO common stock valued at approximately $92 million based on the closing price of $18.02 as of November 1, 2016, to be issued beginning on the third anniversary of closing the transaction. The agreement also provides for a 5-year potential earn-out of up to an additional $50 million in cash, based on the financial performance of four pre-specified pipeline products currently under development.

Note B - Summary of Significant Accounting Policies

[1] Basis of presentation:

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

5

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[2] Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas involving management's estimates include revenue recognition, accounts receivable allowances, rebates, returns, discounts and chargebacks, inventory reserve, depreciable and amortizable lives of long-lived assets, and commitments and contingencies.

[3] Cash and cash equivalents:

The Company considers all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. The Company's cash and cash equivalent balances substantially exceed Federal Deposit Insurance Corporation limits.

[4] Revenue recognition including sales returns and allowance, chargebacks and other adjustments:

Revenue from product sales is recognized when substantially all the risks and rewards of ownership have transferred to customers, upon passing of risk and title to the customer, when estimates of the selling price and discounts, rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments are reasonably determinable, collection is reasonably assured, and persuasive evidence of an arrangement exists. Substantially all of the Company's customers have FOB destination shipping terms in which title to the product does not pass to the customer until it is received by them.

The Company establishes allowances for discounts, rebates, returns, chargebacks, shelf-stock adjustments and other adjustments (collectively, "pricing allowances") at the time of sale. In determining the amount of pricing allowances to be established, the Company considers its own business experience and knowledge of industry and competitive practices, as well as its assessment of the impact of price adjustments due to the introduction of competing products, if any. The factors include, but are not limited to, actual pricing allowance experience by product and by customer, the Company's contractual arrangements with its customers, inventory reports, estimates of products in the distribution channel, customers' right of return, the number and timing of market launch of competitive products approved for sale, prescription data (both actual and projected) and estimated size of the market for the Company's products, applicable marketing and pricing regulations and current and projected economic conditions. The data used by the Company in establishing pricing allowances are based on information developed internally and/or obtained from external sources. These pricing allowances are periodically evaluated and adjusted based on updated information that might be available at the time of such evaluation. Pricing allowances are presented as a reduction of revenue in the statements of operations. The principal allowances are as follows:

i. Chargebacks:

The provision for chargebacks is our most significant reduction from gross revenue. A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by our wholesale customer for a particular product and the negotiated contract price that the wholesaler owes to Citron upon wholesaler's sell-through to its customers. Our chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated or reported wholesaler inventories.

The provision for chargebacks also assumes 100% wholesaler sell-through levels to indirect customers at contract prices. The provision for chargebacks is recorded as a reduction of accounts receivable, see Note D.

6

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[4] Revenue recognition including sales returns and allowance, chargebacks and other adjustments: (continued)

ii. Shelf-stock adjustment:

In the event of a price reduction, we are contractually obligated to award an adjustment credit to the extent of the reduction in the purchase price for the on-hand inventory held by our customers at the time of such a reduction in price. Such reduction in purchase price can be either due to reduction in the invoice price or reduction in the negotiated contract price. The provision for shelf-stock adjustment is based on the on-hand inventory information received from the customers or in case of the customers who submit chargeback claims, based on the estimates of the on-hand inventory held by them as per their chargeback claims. The provision for shelf-stock adjustment is recorded as an accrued expense, see Note H.

iii. Rebates:

Rebates include contracted volume-based incentives to direct and indirect customers, Medicaid, other government rebates based on claims incurred and third party managed care and Medicare Part D rebates. Our rebate accruals are reviewed on a quarterly basis against actual claims data. Medicaid rebates are recorded as an accrued expense, see Note H. All other rebates are recorded as a reduction of accounts receivable, see Note D.

iv. Cash discounts:

Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts are estimated based upon invoice billings. Our customers' payment experience is fairly consistent and most customer payments qualify for the cash discount. Cash discounts are recorded as a reduction of accounts receivable, see Note D.

v. Bill back:

Bill back adjustments are credits that are issued to certain customers who purchase, both, directly from us as well as indirectly through a wholesaler. These credits are issued in the event that the customer's direct contract price from us is lower than the indirect contract price from the wholesaler. The provision for bill backs is estimated purchasing patterns of qualified customers who purchase product directly from us and supplement their purchases indirectly through our wholesale customers. Bill backs are recorded as a reduction of accounts receivable, see Note D.

vi. Returns:

The returns in normal course of business are accounted for as sales returns and are reduced from gross sales. In addition, we maintain a returns policy that allows our customers to return product for a credit. In accordance with our return goods policy, credits for customer returns of products are applied against outstanding account activity or settled by check. The current provision reflects estimated product returns based on prior period experience. The provision for returns is recorded as an accrued expense, see Note H.

vii. All other allowances are recorded as a reduction of accounts receivable, see Note D.

7

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[5] Intangible assets:

Intangible assets are stated at cost, less accumulated amortization, and is amortized using the sum of the year's digits method over their estimated useful lives. This method of amortization most appropriately reflects the pattern in which the economic benefit of the intangible asset is consumed or otherwise used up. We determine amortization periods for intangible assets based on our assessment of various factors impacting estimated useful lives. Such factors include the product's position in its life cycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms. Significant changes to any of these factors may result in a reduction in the intangibles' useful life and an acceleration of related amortization expense, which could cause our income to decline.

Intangible assets will be tested periodically for impairment when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss will be measured as the excess of the asset's carrying value over its fair value, calculated using a discounted future cash flow method. We did not recognize any impairment during the nine-month periods ended September 30, 2016 and 2015.

[6] Investments:

The Company's investments include corporate bonds. All of the Company's investments are classified as available for sale. Available for sale securities are measured at fair value based on quoted market values of the securities, with the unrealized gain and (losses) reported as comprehensive income or (loss). The Company has classified as short-term those securities that mature within one year and all other securities are classified as long-term. Realized gains and losses from the sale of available for sale securities are determined on a specific identification basis. Net realized gains and losses from the sale of investment securities available for sale are included in "other income" in the statements of operations. Dividend and interest income are recognized when earned. The Company's investments were sold in 2016.

[7] Accounts receivable:

Accounts receivable consists of trade receivables recorded at original invoice amount, less an estimated allowance for uncollectible accounts, returns, chargebacks, rebates, and discounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Changes in the estimated collectability of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are recorded as an allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables.

8

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[8] Inventory:

Inventory consists of finished goods held for distribution. Inventories are stated at the lower of weighted average cost or market. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand and in the distribution channel, the estimated time required to sell such inventory, remaining shelf life, and current and expected market conditions, including levels of competition. Adjustments to reduce inventories to their net realizable value are charged to cost of goods sold. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. Assumptions utilized in our quantification of inventory reserves include, but are not limited to, estimates of future product demand, consideration of current and future market conditions, product net selling price, anticipated product launch dates, potential product obsolescence and other events relating to special circumstances surrounding certain products.

[9] Property and equipment:

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives as follows:

	Depreciation Method	Estimated Useful Life
Software and licenses	Straight-line	3 years
Leasehold improvements	Straight-line	Shorter of useful life or lease
Computer and telephone equipment	Double declining	5 years
Furniture and fixtures	Double declining	7 years

Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

The Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based on this assessment, management has determined that there was no impairment for the nine-month periods ended September 30, 2016 and 2015.

[10] Income taxes:

The Company is constituted as a Limited Liability Company and has elected to be treated as a partnership for tax purposes. The partnership is not subject to U.S. taxation since all income and expenses are taxed at the partner level, however, it is subject to certain U.S. state income taxes, primarily for states that do not recognize partnerships. The provision for income taxes was $533,595 and $600,000 for the nine-month periods ended September 30, 2016 and 2015, respectively.

The Company provides for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Accounting for Uncertainty in Income Taxes. These accounting principles require entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken or expected to be taken in their respective returns. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company's financial statements for the nine-month periods ended September 30, 2016 and 2015.

9

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[11] Shipping and handling costs:

Shipping and handling costs, consisting of all costs to warehouse, pick, pack and deliver inventory to customers, are included in selling and marketing expenses. For the nine-month periods ended September 30, 2016 and 2015, shipping and handling costs totaled $4,164,809 and $2,184,492, respectively.

[12] Concentration risks:

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

In addition, the Company conducts a significant amount of its business with the top three large pharmaceutical wholesalers and large pharmacy chains in the U.S. During the nine-month period ended September 30, 2016, the Company's top three customers accounted for approximately 47% of net sales. During the nine-month period ended September 30, 2015, the Company’s top two customers accounted for approximately 35% of net sales. A major customer is defined as a customer with greater than 10% of net sales. The three top customers accounted for approximately 54% of gross accounts receivable as of September 30, 2016.

For the nine-month periods ended September 30, 2016 and 2015, the Company's top 2 products, Duloxetine and Tamsulosin, accounted for approximately 48% and 64%, respectively, of net sales.

A significant portion of the Company's products (99%) was purchased from two suppliers for each of the nine-month periods ended September 30, 2016 and 2015.

[13] Research and development:

Research and development costs are expensed as incurred.

[14] New accounting pronouncements:

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted for annual periods ending as early as December 15, 2016. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU, and management is currently evaluating which transition approach to use.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU No. 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

10

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note B - Summary of Significant Accounting Policies (continued)

[14] New accounting pronouncements: (continued)

In February 2016, the FASB issued ASU No. 2016-02, Leases. The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2019. Early adoption of the update is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its financial statements.

[15] Subsequent events:

The Company has evaluated subsequent events or transactions that occurred after September 30, 2016 through December 16, 2016, the date in which these financial statements were available to be issued. See Note A for disclosure of subsequent event.

Note C - Investments and Fair Value Measurements

The Company's investments include corporate bonds. As of September 30, 2016, all of the Company's investments were sold. As of December 31, 2015, all of the Company's investments are classified as available for sale and are measured at the fair value of $19,821,559, based on quoted market values of the securities. For the nine-month periods ended September 30, 2016 and 2015, the Company reported unrealized gains/(losses), including reclassification adjustment, of $196,028 and ($37,178), respectively, on available for sale securities. Realized gains and losses from the sale of available for sale securities are determined on a specific-identification basis. The Company has classified all securities as long-term as of December 31, 2015, as no securities mature within one year and all mature within one to three years.

The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those levels:

Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 -	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 -	Unobservable inputs that reflect the Company's estimates of market participant assumptions.

As of December 31, 2015, the Company's investments described above are classified as Level 1 for fair value measurements.

11

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note D - Accounts Receivable, Net

Included in the accounts receivable, net balance as of September 30, 2016 and December 31, 2015 are the following allowances:

	September 30, 2016			December 31, 2015
Gross accounts receivable	$	72,845,897		$	65,108,791
Less allowance for:
Administrative fees and other rebates		(19,886,292	)		(21,430,721	)
Chargebacks		(14,305,536	)		(17,970,937	)
Bill backs		(2,112,381	)		(2,605,761	)
Discounts		(1,853,314	)		(2,608,761	)
Accounts receivable, net	$	34,688,374		$	20,492,611

Note E - Inventory, Net

Inventory consists of the following as of September 30, 2016 and December 31, 2015:

	September 30, 2016			December 31, 2015
Finished goods	$	21,912,944		$	18,943,983
Inventory reserve		(1,415,513	)		(2,539,953	)
Inventory, net	$	20,497,431		$	16,404,030

Note F - Property and Equipment

As of September 30, 2016 and December 31, 2015 property and equipment consisted of the following:

	September 30, 2016			December 31, 2015
Software and licenses	$	151,442		$	126,721
Furniture and fixtures		112,800			112,800
Leasehold improvements		44,768			44,768
Computers and telephone equipment		212,090			78,127
		521,100			362,416
Less: accumulated depreciation		(209,444	)		(135,944	)
	$	311,656		$	226,472

12

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note F - Property and Equipment (continued)

Depreciation expense for the nine-month periods ended September 30, 2016 and 2015 was approximately $73,500 and $36,600, respectively.

Note G - Intangible Assets

As of September 30, 2016 and December 31, 2015, intangible assets consisted of the following:

	September 30, 2016			December 31, 2015
Product rights	$	5,320,000		$	5,320,000
Less: accumulated amortization		(4,577,500	)		(3,812,667	)
Intangible assets, net	$	742,500		$	1,507,333

Amortization expense was approximately $765,000 and $1,531,300 for the nine-month periods ended September 30, 2016 and 2015, respectively.

The annual amortization (using a four-year estimated life) as of September 30, 2016 is as follows:

	2016 (Balance)		2017		Total
Annual amortization	$	254,800	$	487,700	$	742,500

Note H - Accrued Expenses

As of September 30, 2016 and December 31, 2015, accrued expenses consisted of the following:

	September 30, 2016		December 31, 2015
Provision for shelf-stock adjustment	$	2,728,126	$	3,207,983
Provision for Medicaid rebates		9,446,726		8,988,865
Provision for returns		1,383,654		1,037,709
Accrued product development costs		1,651,000		1,861,127
Accrued gross contribution margin share		19,726,804		17,285,848
Income taxes payable		352,602		635,480
Other accrued expenses		283,039		360,277
Total	$	35,571,951	$	33,377,289

13

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note I - Commitments

Lease

The Company leases office space in East Brunswick, New Jersey. The lease requires minimum monthly rental payments of $17,870 from January 1, 2015 through July 31, 2015, increasing on August 1 for each 12-month period to $18,242, $18,614, $18,986, $19,359, $19,731 and $20,103, respectively, to lease maturity in December 2020. The lease was amended in July 2015 as the Company obtained additional lease space. The new amendment requires additional minimum monthly rental payments of $7,551 increasing on October 1 for each 12-month period to $7,691, $7,831, $7,971, $8,110, and $8,250, respectively, to lease maturity in December 2020.

In December 2015, the Company entered into a lease agreement with an entity under common ownership for unfinished real estate expected to be used in operations in 2016. The lease commences in December 2016, expires in December 2031 and monthly lease payments amount to $102,732.

Rent expense for the nine-month periods ended September 30, 2016 and 2015 was $120,044 and $103,170, respectively.

Minimum future lease payments, including leases with a company under common ownership, are as follows:

Year Ending
2016 (Balance)	$	67,000
2017		1,550,700
2018		1,556,900
2019		1,563,000
2020		1,569,200
Thereafter		13,560,200
	$	19,867,000

The Company subleases office space to three entities under common ownership. The total aggregate monthly payments are approximately $16,000 and the lease expires in December 2020. The total sublease income related to these agreements was approximately $156,700 and $73,800 for the nine-month periods ended September 30, 2016 and 2015, respectively. The total receivable as of September 30, 2016 and December 31, 2015 related to the subleases is approximately $253,000 and $102,000, respectively, and is recorded as due from affiliates in the accompanying balance sheets.

Product cost paid as a gross contribution margin share

The Company has entered into agreements with third parties under which the Company will sell, market, and distribute the products manufactured by the third parties. The price charged by the third parties for products supplied by them includes a fixed price component and a share of gross contribution earned, computed as provided in the agreements. The ratio in which the gross contribution is shared between the Company and the third parties may vary based on product and/or gross contribution thresholds defined in dollars and/or the time elapsed since the first shipment. Gross contribution margin share totaled $17,356,695 and $17,853,940 for the nine-month periods ended September 30, 2016 and 2015, respectively. Gross contribution margin share is included in cost of goods sold.

14

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note I - Commitments (continued)

Product cost paid as a gross contribution margin share (continued)

In addition, the total liability relating to the gross contribution margin share is approximately $25,309,000 and $21,538,000 as of September 30, 2016 and December 31, 2015, respectively. The amount invoiced totaling approximately $5,582,000 and $4,252,000 as of September 30, 2016 and December 31, 2015, respectively, is recorded as accounts payable and the remaining amount approximating $19,727,000 and $17,286,000 as of September 30, 2016 and December 31, 2015, respectively, is recorded as accrued expenses in the accompanying balance sheets (see Note H).

Note J - Line of Credit

On March 10, 2016, the Company executed a 1-year revolver facility for working capital purposes. This $12.5 million revolver facility is secured by primarily all of the assets of the Company and is subject to certain financial covenants, as defined in the agreement. Amounts outstanding on the line of credit are assessed interest charges of the 1-month LIBOR plus 1.5% (LIBOR was 0.53% at September 30, 2016) payable monthly, and any undrawn portion will be charged an unused fee of 0.125%. Repayment of all outstanding principal amounts is due on the maturity date, which is March 10, 2017. The revolver facility includes an accordion provision to extend the revolver amount to $25 million subject to various provisions. This revolver facility was terminated and repaid with the new revolver facility described below which was executed on August 16, 2016.

On August 16, 2016, the Company executed a revolver facility for working capital purposes. This $50 million facility is secured by primarily all of the assets of the Company and is subject to certain financial covenants, as defined in the agreement. The revolver facility is assessed interest at LIBOR plus 1.25% (LIBOR was 0.53% at September 30, 2016) and the principal balance is due upon maturity on August 15, 2018. The balance as of September 30, 2016 and December 31, 2015 was $12,524,072 and $0, respectively.

Note K - Related Parties

The Company paid certain expenses on behalf of entities under common ownership. The amount not repaid related to the advances as of September 30, 2016 and December 31, 2015 totals approximately $470,000 and $172,000, respectively, and is included as due from affiliates in the accompanying balance sheets.

In January 2016, the Company entered into a shared service agreement with two entities under common ownership whereby the Company performs certain support services, as defined in each agreement in exchange for cash consideration. The total amount of income recorded related to the shared service agreements for the nine-month period ended September 30, 2016 was $500,000 and is recorded as related party management fee income in the statements of operations. The entire $500,000 balance is outstanding as of September 30, 2016 and is recorded as due from affiliates in the balance sheets.

In 2016, the Company advanced funds to two entities under common ownership. The advances are short-term in nature, non-interest bearing and due on demand. Total amount advanced as of September 30, 2016 was $2,314,485 and the total amount outstanding was $314,485. Amounts totaling $2,000,000 were paid on advances.

The Company rents office space from an entity under common ownership. In addition, the Company subleases office space to entities under common ownership. See Note I.

15

CITRON PHARMA LLC

Notes to Financial Statements

September 30, 2016 and 2015 (Unaudited)

Note L - Legal Matters

The Company may become involved in litigation or legal matters incidental to the normal conduct of its business, including patent infringement type matters that frequently occur in the generic pharmaceutical industry.

The Company is not party to any currently pending litigation, the outcome of which is reasonably likely to have a material adverse effect on its financial condition, results of operations, or cash flows. However, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, potential negative publicity, diversion of management resources and other factors.

In June 2016, the Antitrust Division of the U.S. Department of Justice executed a search warrant against the Company and also served a subpoena requesting documents and other information concerning potential antitrust violations in the sale of Glyburide, Glyburide/Metformin, and Fosinopril HCTZ products. In addition, in September 2016, the State of Connecticut asked the Company, and the Company agreed, to produce all documents previously made available to the U.S. Department of Justice. Collectively, these products accounted for less than 1% of the Company's net sales for the nine-month periods ended September 30, 2016 and 2015. In December 2016, a civil complaint was filed against the Company concerning potential antitrust violations relating to Glyburide. The Company had discontinued actively selling Glyburide in October 2015. The Company has engaged outside counsel to assist in this investigation. The Company is in the process of responding to the subpoena and interrogatories, and intends to cooperate fully with the investigation. At this time, the Company is unable to develop a reasonable estimate of any potential exposure of loss, if any. The Company believes the results from this investigation will not have a material impact on the Company's financial condition, results of operations, or cash flows.

16

EX-99.6

Exhibit 99.6

LUCID PHARMA, LLC

Balance Sheets

	September 30, 2016 (Unaudited)		December 31, 2015
ASSETS
Current assets :
Cash	$	992,106	$	1,643,345
Accounts receivable		9,281,970		9,529,183
Inventories		11,450,718		7,203,444
Due from related party		66,890		-
Investment in unconsolidated subsidiary		6,575		6,575
Total current assets		21,798,259		18,382,547
Property, plant & equipment		10,923		17,477
Security deposit		2,188		2,188
TOTAL ASSETS	$	21,811,370	$	18,402,212
LIABILITIES AND MEMBERS' EQUITY
Current liabilities :
Accounts payable and accrued expenses	$	17,861,734	$	16,766,448
Due to related party		259,623		58,076
Total current liabilities		18,121,357		16,824,524
Members' equity :
Members' equity		3,690,013		1,577,688
Total members' equity		3,690,013		1,577,688
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	21,811,370	$	18,402,212

1

LUCID PHARMA, LLC

Statements of Income

For The Nine Month Periods Ended,

	9/30/2016 (Unaudited)			9/30/2015 (Unaudited)
Net revenue	$	43,520,007		$	38,517,251
Cost of sales		37,626,067			34,297,207
Gross profit		5,893,940			4,220,044
Operating expenses
Selling, general and administration expenses		1,952,037			2,361,475
Net operating income before other income (expenses)		3,941,903			1,858,569
Other income (expenses)
Depreciation and amortization		(6,554	)		(6,554	)
Total other income (expenses)		(6,554	)		(6,554	)
Net income before discontinued operations		3,935,349			1,852,015
Discontinued operations
Proceeds from sale of business (Note 7)		1,500,000			-
Net income	$	5,435,349		$	1,852,015

2

LUCID PHARMA, LLC

Statements of Cash Flows

For The Nine Month Periods Ended,

	September 30, 2016 (Unaudited)			September 30, 2015 (Unaudited)
Cash flows from operating activities
Net income	$	5,435,349		$	1,852,015
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation		6,554			6,554
Changes in assets and liabilities :
(Increase) / decrease in :
Accounts receivable		247,213			(2,401,775	)
Inventory		(4,247,274	)		(1,789,148	)
Security deposit		-			(2,188	)
Increase / (decrease) in :
Accounts payable and accrued expenses		1,095,286			2,861,574
Due to related party		201,547			144,240
Total adjustments		(2,696,674	)		(1,180,743	)
Net cash provided by operating activities		2,738,675			671,272
Cash flows from investing activities
Advances to related party		(66,890	)		-
Purchase of property, plant and equipment		-			(12,600	)
Net cash used in investing activities		(66,890	)		(12,600	)
Cash flows from financing  activities
Members' distribution		(3,323,024	)		(4,644,414	)
Net cash used in financing activities		(3,323,024	)		(4,644,414	)
Net decrease in cash and cash equivalents		(651,239	)		(3,985,742	)
Cash at the beginning of the year		1,643,345			10,422,483
Cash at the end of the year	$	992,106		$	6,436,741
Supplementary disclosure of cash flows information:
Cash paid during the years for:
Income taxes	$	-		$	-
Interest		-			-

3

LUCID PHARMA, LLC

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1) Organization and Description of Business

Lucid Pharma, LLC (“Lucid”) provides distribution and pharmacy marketing programs in the pharmaceuticals and distribution industry. Lucid is located in East Brunswick, New Jersey.

Lucid, a wholly owned subsidiary of Gensource Pharma LLC, deals with the government contracts and veterinary business. Lucid maintains divisional income and expenses which is presented in the supplementary schedules. With effect from July 1, 2016, Lucid decided to exit the business of selling and distributing Veterinary products.

Lucid was previously known as Cedardale Distributors LLC (“Cedardale”). On September 30, 2014, Cedardale entered into an Asset Purchase Agreement (‘APA’) subject to which certain assets and liabilities of Cedardale were purchased by the third party buyer (Refer Note. 7). Pursuant to the APA and provisions contained in the agreement pertaining to the exclusive use of the names ‘Gen-source RX’ and ‘Cedardale Distributors’, Cedardale has amended the name to “Lucid Pharma LLC”, effective from the filing date with the State.

2) Summary of Significant Accounting Policies

Accounting Policies

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (US GAAP); consequently, revenue is recognized when services are rendered and expenses are reflected when costs are incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and disclosure of Contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are often based on judgments, probabilities and assumptions that management believes are reasonable but that are inherently uncertain and unpredictable. As a result, actual result could differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustment, if any, to the estimates used are made prospectively based on such periodic evaluations.

4

Revenue Recognition

Revenues from sales of products are recognized at the time of delivery and when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds and completion of all performance obligations. Sales discounts are issued to customers as direct discounts at the point-of-sale or through intermediary wholesaler, known as chargebacks, or indirectly in the form of rebates. Revenues are recorded net of provisions for sales discount and returns, which are established at the time of sale, when estimated provisions for product returns, rebates, and other sales allowances are reasonably determinable, and when collectibles is reasonably assured. Accruals for these provisions are presented as a direct reduction to accounts receivable and revenues.

Cash and cash equivalents

The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.

Accounts receivable

The Company extends credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. The Company does not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on its financial position, liquidity or results of operations. The allowances for uncollectible accounts as of September 30, 2016 and December 31, 2015 were $ 213,585 and $ 213,585 respectively.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. The Company establishes reserves for its inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether Inventory is stated at the lower of cost or market value, management considers such factors as the amount of inventory on hand; estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including level of competition. The Company records provisions for the inventory reserves as part of cost of sales.

5

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures defines fair value and establishes a hierarchy for reporting the reliability of input measurements used to assess fair value for all assets and liabilities. FASB ASC 820 defines fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal or most advantageous market on the measurement date. That framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Certain financial instruments are carried at cost on the balance sheet, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash, accounts receivable, accounts payable and accrued expenses and other liabilities.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense for the nine month periods ended September 30, 2016 and 2015 were $Nil and $Nil, respectively.

Income taxes

The Company is a limited liability company and is treated as a partnership for tax purposes and, as such, the income or loss is reported on the respective members’ income tax returns. Accordingly, no provision for such taxes has been made to the accompanying financial statements.

The Company follows ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. For the nine month period ended September 30, 2016, the Company has no material uncertain tax positions to be accounted for in the financial statements. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2012 and 2011, respectively. No authorities have commenced income tax examinations through the date of the auditors’ report.

6

Property and Equipment

Property and equipment are stated at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 39.5 years. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Repairs and maintenance expenses during the periods ended September 30, 2016 and 2015 were $Nil and $2,755, respectively.

Property and equipment consisted of the following as of:

	September 30, 2016			December 31, 2015
Computer and Equipment	$	15,215		$	15,215
Furniture and Fixtures		11,000			11,000
		26,215			26,215
Less : Accumulated Depreciation		(15,292	)		(8,738	)
Net Fixed Assets	$	10,923		$	17,477

Depreciation expenses during the nine month periods ended September 30, 2016 and 2015 were $ 6,554 and $ 6,554 respectively.

3) Concentrations

Concentration of credit risks with respect to accounts receivable is limited because of the credit worthiness of the Company’s major customers. The majority of the Company’s accounts receivable arises from product sales in the United States and is primarily due from drug wholesalers and retailers, hospitals, managed health care providers and pharmacy benefit managers. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. Revenue from the Company’s two major customers represented approximately 99% and 90% of the Company’s (surviving business) net revenue for the nine month periods ended September 30, 2016 and 2015, respectively. Accounts receivable from the top two customers represented approximately 89% and 83% of total accounts receivable as of September 30, 2016 and 2015, respectively.

7

4) Sales Returns and Allowances

At the time of sale, the Company simultaneously records estimates for various costs, which reduce product sales. These costs include estimates for price adjustment, products returns, rebates, including Medicaid rebates, prompt payment discounts and other sales allowances. In addition, the Company records allowances for shelf-stock adjustments when the conditions so warrant.

Estimates for sales allowances such as product returns and rebates are based on a variety of factors including actual returns experience of that product or similar products, rebate arrangements for each product, and estimated sales by our wholesale customers to other third parties who have contracts with the Company. Actual experience associated with any of these items may be different than the Company’s estimates. The Company regularly reviews the actors that influence its estimates and, if necessary, makes adjustments when it believes that actual product returns, credits and other allowances may differ from established reserves.

5) Product Liability

Accruals for product liability claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The accruals are adjusted periodically as additional information becomes available. From time to time the Company is subject to claims and law suits arising in the ordinary course of business, including patent, product liability and other litigation. In determining whether liabilities should be recorded for pending claims, the Company assesses the allegations made and the likelihood that it will be able to defend against the claim successfully. The Company records provisions to the extent it conclude that a contingent liability is probable and the amount thereof is estimable. Because litigation outcomes and contingencies are unpredictable, and because excessive verdicts can occur, these assessments involve complex judgments about future events and can rely heavily on estimates and assumptions. For the nine periods ended September 30, 2016 and 2015, no accruals for product liability were made.

6) Legal Settlements and Proceedings

The Company is involved in, or has been involved in, legal proceedings that arise from the normal course of business. The Company cannot predict the timing or outcome of these claims and other proceedings. Currently, the Company is not involved in any arbitration and/or other legal proceedings that it expects to have a material effect on the business, financial condition, results of operations or liquidity of the Company. All legal cost is expensed as incurred.

8

7) Discontinued Operations

On September 30, 2014, Lucid (Cedardale) entered into an Asset Purchase Agreement (‘APA’) and divested a portion of its business that included sales, marketing and distribution of pharmaceutical products to independent pharmacies, small chains, long term care centers and certain group purchasing organizations (GPO’s). During the period ended September 30, 2016, the Company has received $1,500,000 of the total amount of $3,000,000 withheld by the buyer.

8) New Accounting Pronouncements

i)         In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.

ii)        In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its financial statements.

iii)       In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

9

9) Commitments

The Company has vacated the premises located in Carlstadt, New Jersey pursuant to the APA as of October 10, 2014. The Company has entered into a sub-lease for its office facility located at East Brunswick, New Jersey expiring through December 2020.

The Company has entered into a lease agreement expiring through February 2019 for its facility located at Oakbrook, Illinois. The future lease commitments as of September 30, 2016 are as follows:

Period ended September 30, 2016

2017	$	65,277
2018		66,679
2019		59,549
2020		54,576
2021		13,858
Total	$	259,939

For the nine month periods ended September 30, 2016 and 2015, rent expenses were $ 48,018 and $ 36,281 respectively.

10) Subsequent events

On November 2, 2016, Lucid Pharma LLC entered into a definitive product purchase agreement with ACETO Corporation (NASDAQ:ACET), an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, through its wholly-owned subsidiary Rising Pharmaceuticals, for sale of all of its products and related assets. Under the terms of the definitive agreement, the purchase consideration consist of $60 million in cash.

The Company has evaluated subsequent events through December 7, 2016, the date which the financial statements were available to be issued. No reportable subsequent events have occurred through December 7, 2016 which would have a significant effect on the financial statements as of September 30, 2016, and 2015 except as otherwise disclosed.

10

LUCID PHARMA, LLC

Schedule of Operating Activities by Division

For The Nine Month Periods Ended (Unaudited)

	9/30/2016									9/30/2015
	Total			Veteran Division			Veterinary Division			Total			Veteran Division			Veterinary Division
Revenue
Revenue	$	48,812,149		$	45,345,497		$	3,466,652		$	43,107,866		$	39,744,405		$	3,363,461
Chargebacks		(4,302,448	)		(4,302,448	)		-			(3,867,903	)		(3,867,903	)		-
Rebates paid		(85,860	)		-			(85,860	)		-			-			-
Sales Discount		(903,834	)		(903,834	)		-			(722,712	)		(722,712	)		-
Total Revenue		43,520,007			40,139,215			3,380,792			38,517,251			35,153,790			3,363,461
Cost of Sales
Cost of Sales		37,562,916			34,488,976			3,073,940			33,908,366			31,433,839			2,474,527
Shipping and Delivery		63,152			8,050			55,102			437,336			187,276			250,060
Cash Discount		-			-			-			(48,492	)		-			(48,492	)
Total Cost of Sales		37,626,068			34,497,026			3,129,042			34,297,210			31,621,115			2,676,095
Operating Expenses
Administration expenses		1,129,100			1,129,100			-			971,369			971,369			-
Automobile expenses		2,401			2,401			-			979			842			137
Bank service and credit card fees		12,915			12,915			-			3,658			3,658			-
Building Security		-			-			-			2,138			-			2,138
Commission expense		76,079			-			76,079			97,618			-			97,618
Dues and subscriptions		599			-			599			147,620			601			147,019
Employee leasing expense		379,784			368,504			11,280			301,986			283,446			18,540
Insurance		77,372			77,372			-			103,012			62,922			40,090
Licenses and permits		10,532			10,532			-			27,431			27,431			-
Meals and entertainment		528			81			447			415			92			323
Miscellaneous		1,938			1,938			-			2,228			-			2,228
Office supplies		26			26			-			585			408			177
Professional fees		207,905			200,705			7,200			456,455			102,934			353,521
Provison for Doubtful Debts		-			-			-			187,934			187,934			-
Repair and maintenance		-			-			-			2,755			-			2,755
Rent expense		48,018			41,299			6,719			36,281			28,913			7,368
Travel		4,278			2,321			1,957			15,104			-			15,104
Utilities		562			188			374			438			-			438
Telephone		-			-			-			3,473			3,473			-
Total operating expenses		1,952,037			1,847,382			104,655			2,361,479			1,674,023			687,456
Net operating income/(loss)	$	3,941,902		$	3,794,807		$	147,095		$	1,858,562		$	1,858,652		$	(90	)

11

EX-99.8

Exhibit 99.8

ACETO Corporation 4 Tri Harbor Court Port Washington, New York 11050

“Sourcing and Supplying Quality Products Worldwide” NEWS RELEASE

FOR IMMEDIATE RELEASE

ACETO Completes Acquisition of Generic Products and Related Assets

of Citron Pharma and Lucid Pharma

ACETO Receives Hart-Scott-Rodino Antitrust Clearance for Citron Transaction

PORT WASHINGTON, N.Y., December 21, 2016 – ACETO Corporation (NASDAQ: ACET), an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, today announced that it has, through its wholly-owned subsidiary Rising Pharmaceuticals, completed the acquisition of generic products and related assets of Citron Pharma LLC, a pharmaceutical company focused on developing and marketing generic pharmaceutical products, and its affiliate Lucid Pharma LLC for a total consideration, prior to any potential earn-out payments, of approximately $429 million, or $349 million, net of approximately $80 million of expected tax benefits.

At closing, ACETO paid the sellers $270 million in cash. Further, ACETO is committed to make a $50 million unsecured deferred payment to the sellers on December 21, 2021 and issue 5.122 million shares of ACETO common stock beginning on December 21, 2019. The product purchase agreement also provides for a 5-year potential earn-out of up to an additional $50 million in cash, based on the financial performance of four pre-specified pipeline products that are currently in development.

“This transaction adds complementary product portfolios, strengthens an already effective asset-light operating model and expands our network of drug development and manufacturing partners,” said Sal Guccione, Chief Executive Officer of ACETO. “It accelerates our transition toward human health and adds significant scale to Rising Pharmaceuticals, expanding its portfolio of commercialized finished dosage form generic products by more than 50%, increasing the number of approved and yet-to-be launched products four-fold and growing the pipeline of products under development by nearly two-thirds. We continue to expect the transaction to be accretive to GAAP EPS within 12 months and immediately accretive to non-GAAP Adjusted EPS.”

ACETO funded the closing cash portion of the transaction through a combination of a $115 million drawdown on the Company’s new 5-year $225 million revolving credit facility, a new 5-year $150 million term loan with interest payable at an initial rate of LIBOR+2.25% and the balance from Company cash on hand. Commenting on the Company’s new debt offering, Mr. Guccione continued, “We appreciate the support for our long-term growth plans shown by our financial partners who participated in the successful syndication of the Company’s debt offering.

Management intends to update investors on its fiscal year 2017 outlook, including the contribution of Citron Pharma and Lucid Pharma, when it reports its second quarter fiscal year 2017 results on February 2, 2017.

Wells Fargo Securities, LLC served as exclusive financial advisor to ACETO. Wells Fargo Securities, LLC and JP Morgan Chase Bank, N.A. led the debt financing for the acquisition’s cash consideration. Lowenstein Sandler LLP served as legal advisor to ACETO. J.P. Morgan Securities LLC served as

exclusive financial advisor to Citron Pharma and Lucid Pharma. Reed Smith LLP served as legal advisor

to Citron Pharma and Lucid Pharma.

ABOUT ACETO

ACETO Corporation, incorporated in 1947 and with offices and operations in 10 countries, is engaged in the development, marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceuticals), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products).

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this news release may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of ACETO’s plans or strategies, financing plans, projected or anticipated benefits from the acquisition described in this release and other acquisitions that ACETO may make, or a projection involving anticipated revenues, earnings or other aspects of ACETO’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. ACETO intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as "may," "will," "expect," "believe," "anticipate," "project," "plan," "intend," "estimate," and "continue," and their opposites and similar expressions are intended to identify forward-looking statements.  The forward-looking statements contained in this press release include, but are not limited to, the anticipated impact of the recently completed acquisition on ACETO’s earnings.  ACETO cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond ACETO’s control, which may influence the accuracy of the statements and the projections upon which the statements are based.  Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, risks and uncertainties discussed in ACETO’s reports filed with the Securities and Exchange Commission, including, but not limited to, ACETO’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and other filings. Copies of these filings are available at www.sec.gov. 

Any one or more of these uncertainties, risks and other influences could materially affect ACETO’s results of operations and whether forward-looking statements made by ACETO ultimately prove to be accurate. In addition, periodic high-margin product sales may have a positive material financial impact in a given quarter that may be non-recurring in future quarters, thereby rendering one quarter's performance not useful as a predictor of future quarters' results.  ACETO’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.  ACETO undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Investor Relations Contact:
LHA
Jody Burfening
jburfening@lhai.com

(212) 838-3777