Dated 21 October 2020 Shareholders’ Agreement relating to Alvotech Holdings S.A. between Alvotech Holdings S.A. as the Company Aztiq Pharma Partners S.à r.l. Alvogen Lux Holdings S.à r.l. Fuji Pharma Co., Ltd. YAS Holding the Individual Investors the...

Definitions and Interpretation

Effective Date

Role of the Board and Composition

Committees of the Board

Board Quorum Requirements

Proceedings and Voting at Meetings

Conduct of Business

Provision of Information

Annual Budget and Business Plan

New Issues of Securities and Additional Funding

Warrant

Transfers of Securities

Right of First ▇▇▇▇▇▇▇

Deed of Adherence

Exit

Reorganisation Transactions

Distribution Policy

Ranking of Securities

Investment in a Competitor

Rights of Inspection

Announcements

Confidentiality

Costs and Expenses

Relationship of Agreement to Transaction Documents

Duration

Variations and Waivers

Entire Agreement

Assignment

Counterparts

Further Assurance

Other Remedies

Liability

Successors

Third Party Rights

Invalidity

Notices

Warranties and Undertakings

Governing Law and Jurisdiction

Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under number B 229.193 (the “Company”);

Aztiq Pharma Partners S.à ▇.▇., a private limited company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under number B 147.728 (“Aztiq”);

Alvogen Lux Holdings S.à ▇.▇. a private limited company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under number B 149.045 (“Alvogen”);

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, born on 26 June 1961 in Cardiff and residing at R Davies Consultants c/o Acton Treuhand AG ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“RD”);

Fuji Pharma Co., Ltd., a company incorporated under the laws of Japan, having its principal business address at ▇-▇ ▇▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ (“Fuji”);

YAS Holding LLC, a limited liability company established in the Emirate of Abu Dhabi, United Arab Emirates, having its registered address at Khalifa Commercial Center, Emirates Post Building, Khalifa City, 16th Street Corner, ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇    (“YAS”);

▇▇▇▇▇▇ ▇▇▇▇▇▇, born on 19 December 1971, residing at Springs 7 street 3 villa ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇;

▇▇▇▇▇▇▇ ▇▇▇▇ Murshad Alredaini, born on 17 June 1966, residing at ▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇;

Efgan Dengür, born on 5 March 1965, residing at Al ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ Dhabi, United Arab Emirates, (the parties (7) to (9) together the “YAS Individuals”);

Santo Holding (Deutschland) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) existing under the laws of Germany, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and being registered with the commercial register (Handelsregister) of the local court (Amstgericht) Munich under number HRB 174392 (“Santo”);

Shinhan Healthcare Fund 5, a fund established and existing under the laws of the Republic of Korea (“Korea”), having its registered address at ▇▇, ▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, represented by its general partner SHINHAN INVESTMENT CORP, a Korean securities brokerage and investment banking company (“Shinhan”);

▇▇▇▇▇▇ Healthcare SA, a corporation organized and existing under the laws of Switzerland, having its principal place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇▇▇ and being registered with the commercial register of the Canton of Zurich under number CHE-108.744.932 (“▇▇▇▇▇▇”);

▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Scheusan, born on 1 October 1967, residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“CLS” and together with RD the “Individual Investors”) and the parties (10) to (13) and any party adhering to this Agreement as “New CI Investor” together the “New CI Investors”);

Olifant Fund, Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands, registered with the Registrar of Companies in the Cayman Islands under number 128085, and having its registered office at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, dms House, ▇▇▇▇▇▇ Town, Grand Cayman, KYI-1108, Caymans Islands (“Olifant”);

FFI Fund Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands, registered with the Registrar of Companies in the Cayman Islands under number 78644, and having its registered office at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, dms House, ▇▇▇▇▇▇ Town, Grand Cayman, KYI-1108, Caymans Islands (“FFI”);

FYI Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands, registered with the Registrar of Companies in the Cayman Islands under number 82837, and having its registered office at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, dms House, ▇▇▇▇▇▇ Town, Grand Cayman, KYI-1108, Caymans Islands (“FYI”);

Delcotech Luxco, a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Registre de Commerce et des Sociétés under number B 207654, and having its registered office at ▇▇, ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg (“Delcotech”, and together with Olifant, FFI and FYI, the “B Shareholders”);

Alvotech hf, a public limited liability company incorporated under the laws of Iceland with registration number 710113-0410, with an address at Saemundargata 15-19, IS 101 Reykjavik, Iceland (“Alvotech Iceland”); and

any party adhering or having adhered to this Agreement subsequently,

Definitions and Interpretation

The following words and expressions where used in this Agreement have the meanings given to them below:

in respect of Aztiq, Aztiq Investment Advisory AB and Floki Holdings S.à ▇.▇. and any direct or indirect subsidiary undertaking of Aztiq Investment Advisory AB and Floki Holdings S.à ▇.▇ (and shall also include, for the avoidance of doubt, Floki Holdings S.à ▇.▇. Aztiq Finance Holdings S.à ▇.▇. Floki LP S.à ▇.▇., Floki GP S.à ▇.▇. and Aztiq Fund I SCSp) (and any other entity in which equity or debt securities are issued or exchanged in consideration for equity and debt securities in any Affiliate of Aztiq);

in respect of Alvogen, Celtic Holdings S.C.A., together with any of its subsidiary undertakings; and

in relation to any other person:

any corporations which are the holding companies or subsidiaries of it or of any such holding company (as such terms are defined in the Act); and

any person that, directly or indirectly, Controls, is Controlled by or is under common Control with that person;

in writing to the relevant Group Company, from Alvogen (including by way of e-mail);

from Alvogen, by signing a written resolution of the shareholders of the Company approving the relevant transaction or matter; or

from an Alvogen Director, by signing the minutes of a quorate Board meeting or committee meeting approving the relevant transaction or matter,

in writing to the relevant Group Company from Aztiq (including by way of e-mail);

from Aztiq by signing a written resolution of the shareholders of the Company approving the relevant transaction or matter; or

from an Aztiq Director by signing minutes of a quorate Board meeting or committee meeting approving the relevant transaction or matter,

in the case of a body corporate, the ownership of or the ability to direct:

a majority of the issued shares entitled to vote for election of directors (or analogous persons);

the appointment or removal of directors having a majority of the voting rights exercisable at meetings of the board of directors on all or substantially all matters;

in the case of any other person the ownership of or the ability to direct, a majority of the voting rights in that person; or

in the case of a body corporate or any other person, the direct or indirect possession of the power to direct or cause the direction of its financial and operational management and policies (whether through the ownership of voting shares, by a management or advisory agreement, by contract, by agency or otherwise);

in connection with an Accelerated Issue;

in connection with the 2020 Convertible Loan;

in connection with the Aztiq Funding;

in connection with the Alvogen Mirror Funding;

in connection with the exercise of the Alvogen Warrant;

in connection with the exercise of the Aztiq Warrant;

pursuant to the terms of the Alvogen Convertible Loan;

pursuant to the terms of the Conversion Agreements;

pursuant to the terms of the Aztiq Warrant Agreement;

pursuant to the terms of the Aztiq Convertible Loan;

pursuant to the terms of the Convertible Bond Instrument;

in lieu of a payment of cash as part of a dividend made by a Group Company, subject to all Security Holders in such Group Company receiving Securities on substantially the same terms; and

an issue of Securities or options to management of the Group in accordance with the MIP;

the applicable Alvogen Warrant Exercise Amount as at the applicable Alvogen Warrant Exercise Date divided by

the amount of USD 525,000,000 (five hundred and twenty-five million US dollars) plus the applicable Alvogen Warrant Exercise Amount plus the Relevant Converted Amount,

the applicable Aztiq Warrant Exercise Amount as at the applicable Aztiq Warrant Exercise Date divided by

the amount of USD 525,000,000 (five hundred and twenty-five million US dollars) plus the applicable Aztiq Warrant Exercise Amount plus the Relevant Converted Amount,

the total net consideration paid for the Securities issued or transferred to an existing or new shareholder of the Company, and in accordance with the same principles as were applied when the USD 525,000,000 valuation was calculated prior to the date of this Agreement, (the “Equity Valuation Securities”) divided by

the percentage of the total share capital of the Company which the Equity Valuation Securities represent;

for any New Issue of or ROFR Sale with respect to any Debt Securities, a proportion calculated by dividing (i) the total amount outstanding (including all unpaid amounts of principal and interest) on all Debt Securities held by such Security Holder at the relevant time (excluding any Debt Securities that would be issued on the conversion of any rights held by any person to convert options, warrants, loan notes or other similar instruments into Debt Securities) by (ii) the Aggregate Debt Securities Value;

for any New Issue of or ROFR Sale with respect to A Ordinary Shares, a proportion calculated by dividing (i) the total number of all A Ordinary Shares held by such Security Holder at the relevant time by (ii) the total number of A Ordinary Shares then held by all Security Holders (excluding, for the avoidance of doubt, in the case of (i) and (ii), any A Ordinary Shares that would be issued on the conversion of any rights held by any person to convert options, warrants or other similar instruments into A Ordinary Shares);

for any New Issue of or ROFR Sale with respect to B Ordinary Shares, a proportion calculated by dividing (i) the total number of all B Ordinary Shares held by such Security Holder at the relevant time by (ii) the total number of B Ordinary Shares then held by all Security Holders (excluding, for the avoidance of doubt, in the case of (i) and (ii), any B Ordinary Shares that would be issued on the conversion of any rights held by any person to convert options, warrants or other similar instruments into B Ordinary Shares);

for any New Issue of or ROFR Sale with respect to Shares (other than A Ordinary Shares and/or B Ordinary Shares), a proportion calculated by dividing (i) the total number of such class of Shares held by such Security Holder at the relevant time by (ii) the total number of such class of Shares then held by all Security Holders;

for any New Issue of or ROFR Sale that includes two or more of either A Ordinary Shares, B Ordinary Shares, Shares (other than A Ordinary Shares and B Ordinary Shares) and/or Debt Securities, the proportion of Debt Securities of such New Issue or ROFR Sale shall be calculated in accordance with (a), the proportion of A Ordinary Shares of such New Issue or ROFR Sale shall be calculated in accordance with (b), the proportion of B Ordinary Shares of such New Issue or ROFR Sale shall be calculated in accordance with (c), and the proportion of Shares (other than A Ordinary Shares and B Ordinary Shares) of such New Issue or ROFR Sale shall be calculated in accordance with (d); and

for any new issue of Securities, at a time where there are no such class of Securities already issued by the Company, a proportion which shall be determined by the Board (subject to Alvogen Consent and Aztiq Consent);

the applicable Alvogen Warrant Exercise Amount as at the applicable Alvogen Warrant Exercise Date divided by

the Reduced Value plus the applicable Alvogen Warrant Exercise Amount plus the Relevant Converted Amount,

the applicable Aztiq Warrant Exercise Amount as at the applicable Aztiq Warrant Exercise Date divided by

the Reduced Value plus the applicable Aztiq Warrant Exercise Amount plus the Relevant Converted Amount,

in writing to the relevant Group Company, from each Relevant Co-investor (including by way of e-mail); or

from each Relevant Co-investor, by signing a written resolution of the shareholders of the Company approving the relevant transaction or matter.

for any New Issue or ROFR Sale with respect to Debt Securities, a proportion calculated by dividing (i) the total amount outstanding (including all unpaid amounts of principal and interest) on all Debt Securities held by such Participating Security Holder at the relevant time (excluding Debt Securities which are Remaining New Securities) by (ii) the Aggregate Debt Securities Value (other than Securities which are issued to a Group Company or Remaining Securities) (less, in the case of a ROFR Sale, the total amount outstanding (including all unpaid amounts of principal and interest) on any Relevant ROFR Securities);

for any New Issue or ROFR Sale of A Ordinary Shares, a proportion calculated by dividing (i) the number of all A Ordinary Shares (other than A Ordinary Shares which are Remaining New Securities) held by such Participating Security Holder at the relevant time by (ii) the total number of A Ordinary Shares (other than A Ordinary Shares which are issued to a Group Company, Remaining New Securities or treasury shares) then in issue to all Participating Security Holders (less, in the case of a ROFR Sale, any Relevant ROFR Securities);

for any New Issue or ROFR Sale of B Ordinary Shares, a proportion calculated by dividing the number of all B Ordinary Shares (other than B Ordinary Shares which are Remaining New Securities) held by such Participating Security Holder at the relevant time by the total number of B Ordinary Shares (other than B Ordinary Shares which are issued to a Group Company, Remaining New Securities or treasury shares) then in issue to all Participating Security Holders (less, in the case of a ROFR Sale, any Relevant ROFR Securities);

for any New Issue or ROFR Sale of Shares (other than A Ordinary Shares and B Ordinary Shares), a proportion calculated by dividing the total number of such class of Shares (other than such class of Shares which are Remaining New Securities) held by such Participating Security Holder at the relevant time by the total number of such class of Shares (other than such class of Shares which are issued to a Group Company, Remaining New Securities or treasury shares) then in issue to all Participating Security Holders (less, in the case of a ROFR Sale, any Relevant ROFR Securities); and

for any New Issue or ROFR Sale of Shares that includes both Shares and Debt Securities, the proportion of Debt Securities of such New Issue shall be calculated in accordance with (a) and the proportion of Shares of such New Issue calculated by dividing the total number of such class of Shares (other than such class of Shares which are Remaining New Securities) held by such Participating Security Holder at the relevant time by the total number of such class of Shares (other than such class of Shares which are issued to a Group Company, Remaining New Securities or treasury shares) then in issue to all Participating Security Holders (less, in the case of a ROFR Sale, any Relevant ROFR Securities);

declines or fails to provide (i) in the case of a Transfer, to the Company (for itself and on behalf of the other holders of Securities), and the Security Holders of the Company who are not intending to Transfer their Securities; and (ii) in the case of a New Issue, to the Company and all the Security Holders of the Company with such evidence as the Company and any such Security Holder requires for regulatory and compliance purposes in order to satisfy itself as to the identity of all persons proposed to have an interest Securities;

is listed in any Sanction List;

is incorporated in (or is subject to a Controlling Interest by entities that are incorporated in) a Sanctioned Jurisdiction; and/or

(i) in the case of a Transfer, either the Board and/or the Security Holders of the Company who are not intending to Transfer their Securities; and (ii) in the case of a New Issue, the Company and/or each Security Holder of the Company in each case believes to be a person with whom a financial institution subject to the laws and regulations of the United Kingdom and/or the United States would be acting reasonably in declining to enter into a client relationship with only on the basis of prevailing know-your-customer, sanctions, crime (financial or otherwise) or other comparable legal or regulatory restrictions or on the basis of reasonable concerns regarding maintaining the reputation of the Group and/or the Security Holders;

any return of proceeds, repayment or distribution of any amount by any Group Company (whether by way of interest, redemption, repayment, conversion, distribution, return of capital or otherwise) in respect of Securities which are held by persons who are not Group Companies; and

any proceeds paid or otherwise due in respect of an Exit or any Transfer of Securities which trigger a Tag-Along Sale or Drag-Along Sale,

that is listed in a Sanction List; and/or

in respect of which there is some form of financial or economic limitation on other persons or countries dealing with or making payments or deliveries to or receiving payments or deliveries from such country or territory, in terms of the applicable law;

in the case of Alvogen (and its Affiliates) taking any action, Aztiq Consent; and

in the case of the Aztiq (and its Affiliates) taking any action, Alvogen Consent; and

in case of any Co-investor (and its Affiliates) taking any action, Aztiq Consent and Alvogen Consent;

The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

Unless the context otherwise requires, words and expressions defined in the Articles and words and expressions defined in or having a meaning provided by the Act shall have the same meaning in this Agreement, including, references to a “company”, “holding company”, “subsidiary”, “parent undertaking”, “group undertaking” and “subsidiary undertaking”.

Unless the context otherwise requires, or as expressly defined otherwise, references in this Agreement to:

any of the masculine, feminine and neuter genders shall include other genders;

the singular shall include the plural and vice versa;

a person shall include a reference to any natural person, body corporate, unincorporated association, partnership, firm and trust;

save where used in the definition of “employee” and “employees” shall be deemed to include workers, consultants and non-executive directors, and references to “contract of employment”, “employment arrangements” and to “commencement” or “termination” of employment shall be deemed to include workers’ contracts, contracts for consultancy, letters of appointment and commencement or termination of workers’ contracts, consultancy contracts or letters of appointment, and references to summary dismissal shall be deemed to include a reference to termination of contracts without notice in accordance with their respective terms;

any statute or statutory provision shall be deemed to include any instrument, order, regulation or direction made or issued under it and any reference to any statute, statutory provision, regulations or rules of any regulatory body shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, consolidated, re-enacted or replaced except to the extent that any amendment or modification made after the date of this Agreement would increase any liability or impose any additional obligation under this Agreement;

any reference to a regulatory body or agency shall be deemed to include any successor of such regulatory body or agency and shall be construed as a reference to the same;

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than that of England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

any time or date shall be construed as a reference to the time or date prevailing in England;

a procuring obligation where used in relation to Parties to this Agreement (or any one or more of them), means that such Party undertakes to exercise its voting rights and use any and all powers vested in it from time to time as a shareholder, director, officer or employee or otherwise in or of the Company or any other member of the Group or other entity (as relevant) to ensure compliance with that obligation so far as he or it is reasonably able to do so, whether acting alone or (to the extent that he is lawfully able to contribute to ensuring such compliance collectively) acting with others.

The headings in this Agreement are for convenience only and shall not affect its meaning. References to a clause, Schedule or paragraph are (unless otherwise stated) to a clause of and Schedule to this Agreement and to a paragraph of the relevant Schedule.

Where any Securities are held by a nominee, custodian or trustee for any person, that person shall (unless the context requires otherwise) be treated for the purposes of this Agreement as the holder of those Securities and references to Securities being “held by” a person, to a person “holding” Securities or to a person who “holds” any such Securities, or equivalent formulations, shall be construed accordingly.

A reference to a “connected person” shall have the meaning attributed to it at the date of this Agreement by sections 1122 and 1123 of The Corporation Tax Act 2010 and the words “connected with” shall be construed accordingly.

A document expressed to be “in the agreed form” means a document, the terms of which have been approved by the parties and a copy of which has been identified as such and initialled by or on behalf of each party.

In construing this Agreement, “including” shall be deemed to mean “including without limitation” and general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

Effective Date

Subject to Clause 2.2, with effect from the date hereof each Party unconditionally and irrevocably agrees that this Shareholders’ Agreement (as amended and restated) shall take effect and replace and supersede the provisions of the Existing Shareholders’ Agreement and the New CI Investors adhere to the Shareholders’ Agreement (as amended and restated) and undertake to comply with the provisions of, and to observe and perform all the obligations of a security Holder thereunder, in addition to the other Parties.

Notwithstanding the provisions of Clause 2.1, the Parties’ accrued rights and obligations under the Existing Shareholders’ Agreement shall continue to subsist and nothing in this Agreement shall affect or prejudice any claim or demand whatsoever which either Party may have against the other under the Existing Shareholders’ Agreement in respect of them, but in all other respects the parties’ rights and obligations under the Existing Shareholders’ Agreement shall cease and the releases and discharges in Clause 2.1 shall apply.

Role of the Board and Composition

Management of the Group

the overall direction and management of the Group; and

forming policies for conducting the business of the Group.

Rights of the Security Holders to Appoint and Remove Directors and Observers

Aztiq shall be entitled from time to time by giving written notice to each of the Company and the other Security Holders (which shall take effect on the date specified in the notice) to propose for appointment and removal a list to the shareholders’ meeting to elect up to three (3) persons as directors (including RD, who is considered an independent director, for so long as he is appointed), whom they shall designate as the “Aztiq Directors” (each an “Aztiq Director”), one of whom shall be chairman of the Board, and likewise propose appointment and removal of any replacements thereof;

Alvogen shall be entitled from time to time by giving written notice to each of the Company, and the other Security Holders (which shall take effect on the date specified in the notice) to propose for appointment and removal a list to the shareholders’ meeting to elect up to two persons as directors of the Board, whom they shall designate as the “Alvogen Directors” (each an “Alvogen Director”), and likewise propose appointment and removal of any replacements thereof;

Fuji shall be entitled from time to time by giving written notice to each of the Company, and the other Security Holders (which shall take effect on the date specified in the notice) to propose for appointment and removal a list to the shareholders’ meeting to elect one person as a director of the Board, whom they shall designate as the “Fuji Director” (the “Fuji Director”), and likewise propose appointment and removal of any replacements thereof; and

Co-investors (excluding Fuji) holding in aggregate a majority of Shares issued to Co-investors (excluding Fuji) from time to time shall be entitled from time to time by giving written notice to each of the Company and the Security Holders propose a list to the shareholders’ meeting for appointment to and removal from the Board one Independent Director and likewise propose appointment and removal of any replacements thereof; the appointment of the Independent Director shall be subject to Alvogen Consent, Aztiq Consent;

in the event that an IPO is being actively pursued (in the reasonable opinion of the Board), such number of Independent Directors (as required pursuant to the relevant regulatory regime of the exchange on which an IPO is proposed to take place (including, if applicable, the Hong Kong Stock Exchange)) are appointed to the Board; and

All shareholders agree to use their voting rights and other rights as Security Holders to give effect to Clause 3.2 (a) – (e) (Rights of the Security Holders to Appoint and Remove Directors).

Committees of the Board

The Board may establish Committees which shall be composed of such persons elected by the Board but shall always include at least one (1) Alvogen Director and one (1) Aztiq Director. As at the date hereof it is intended that a “science committee” and an “AME committee” will be established. The same requirements shall also apply to any other Committee which the board establishes from time to time.

Any Committee shall have the terms of reference as approved by the Board from time to time. For the avoidance of doubt, no delegation of powers in accordance with Article 441-11 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is made to the Committee.

The AME committee shall act as consultative body to the Board in relation to the Company’s business in the Kingdom of Saudi Arabia, United Arab Emirates, Kuwait, Qatar, Oman, Bahrain, Yemen, Jordan, Lebanon, Iraq, Egypt, Sudan, Libya, Algeria, Morocco and Tunisia (the “AME Committee Territory”). The Board shall consult the AME committee, which shall provide advice accordingly, prior to taking any decision which might significantly affect the business of the Company within the AME Committee Territory. The AME committee may do all things necessary or convenient to be done for or in connection with the performance of its function.

Two nominees of YAS shall be appointed as members of the AME committee, including one nominee to the position of joint-chairman of the AME committee.

Board Quorum Requirements

The quorum necessary for the transaction of any business of the Board or a Committee shall be the presence of half of the directors appointed, including at least one Aztiq Director and one Alvogen Director.

Where neither an Aztiq Director nor an Alvogen Director has been appointed, the quorum necessary for the transaction of any business of the Board or a Committee shall be the minimum as is required by applicable law and/or the relevant constitutional documents of the Company.

Proceedings and Voting at Meetings

Board Meetings

General Meetings and Votes of Members

Conduct of Business

Alvogen Consent and Aztiq Consent

Relevant Co-investor Consent

The Company undertakes to each of the Security Holders not to effect and undertakes to procure that no Group Company shall effect any of the matters set out in Part 2 of Schedule 2 (Consent Matters) without Relevant Co-investor Consent.

The Relevant Co-investor Consent must be provided within 5 Business Days of any request for such consent by the Company or Group Company. If a negative Relevant Co-Investor Consent has not been provided by any Relevant Co-Investor within such time period, the Relevant Co-Investor Consent will be deemed to be positive.

Information to be Supplied for Alvogen Consent

Information to be Supplied for Aztiq Consent

Information to be Supplied for Relevant Co-investor Consent

Provision of Information

Regular Reporting Obligations

Alvogen and Aztiq, on an on-going basis, copies of the financial reports and information about the Group at the time and in the form listed in Part 1 of Schedule 3 (Information Rights), or in such other form, timeframe and/or detail as the Security Holders may reasonably require; and

each Co-investor as well as any holder of B Ordinary Shares, on an on-going basis, copies of the financial reports and information about the Group at the time and in the form listed in Part 2 of Schedule 3 (Information Rights).

Information on Request

inspect and take copies of the Group’s property or business records; and

discuss the affairs, finances and accounts of the Group with its officers, employees and Auditors,

Annual Budget and Business Plan

The Group shall conduct its business at all times in accordance with the Business Plan and the Annual Budget.

The Company shall provide to the Security Holders:

a draft Business Plan for the Group for the next financial year; and

a draft Annual Budget for the Group in respect of its next financial year,

The Company shall make any changes to such draft Business Plan and/or Annual Budget provided pursuant to Clause 9.2 as may be reasonably requested by Alvogen and Aztiq following consultation with the Board.

Subject to Clause 7 (Conduct of Business), the Board shall, with Alvogen Consent and Aztiq Consent, decide whether to adopt such draft Business Plan and/or Annual Budget in place of any previous respective Business Plan and/or Annual Budget.

New Issues of Securities and Additional Funding

Subject to Clause 10.3, no Securities shall be allotted or issued following the date of this Agreement other than (a) in accordance with Clauses 10.3 to 10.10 (provided that Alvogen and Aztiq Consent shall be required for any issue of Securities (other than A Ordinary Shares) pursuant to these Clauses); and (b) with Alvogen Consent and Aztiq Consent; or (c) in the context of an issuance authorized under the Articles in the context of an Excluded Issue. The provisions of this Clause 10 (New Issues of Securities) do not represent a commitment by any Security Holder to provide funding to the Group.

Notwithstanding anything to the contrary herein, the Parties agree not to transfer any Security and not to proceed to an issue of Securities (including, for the avoidance of doubt, an issuance that qualifies as Excluded Issue) which would constitute a new pre-IPO investment under applicable listing rules of a regulated market or other recognised investment exchange in the period between (i) the date which is twenty-eight (28) calendar days prior to a filing of a registration for application for an IPO and (ii) the IPO date in the event that an IPO is being actively pursued.

No Securities shall be allotted or issued to a Restricted Person and Securities shall only be issued to cover bona fide funding requirements of the Group and on arms’ length terms, it being understood that the Parties consider the valuations and terms agreed in this Agreement for the Aztiq Funding (including the Aztiq Convertible Loan), the Alvogen Mirror Funding, the Aztiq Warrant, the Alvogen Warrant, the Alvogen Convertible Loan, the Aztiq Convertible Loan as being for bona fide funding requirements of the Group and on arms’-length terms.

On any issue of Securities after the date of this Agreement other than an Excluded Issue (a “New Issue”):

each Security Holder (who is not a Group Company) is entitled, but not obliged, to subscribe for its Pro-Rata Portion of Securities comprising the New Issue (the “New Securities”) on the same terms and in the same proportions as any other persons participating in the New Issue and to indicate if, on a New Issue, to the extent other Security Holders do not take up their Pro-Rata Portion of the New Issue such number of additional Securities it is willing to consent to subscribe for as part of the New Issue (the “Excess New Securities Commitment”); and

prior to the completion of such New Issue, the issuer(s) of Securities in the proposed New Issue shall notify each relevant Security Holder in writing of: (1) its entitlement to New Securities pursuant to Clause 10.3(a), specifying the number and class of such Securities to which it is entitled, the price per class of Securities, and the time (being not less than 10 Business Days, except if a longer period is required by the Companies’ Law) within which the offer, if not accepted by notice in writing, will be deemed to be declined; and (2) the total number and class of Securities being issued as part of the New Issue.

In circumstances where the Group requires funding on an urgent basis, the issuer(s) in the proposed New Issue are not required to provide notice to the relevant Security Holders pursuant to Clause 10.3(b) following Alvogen Consent and Aztiq Consent (together for the purposes of this Clause 10, an “Accelerated Issue Direction”), in which case such issuer(s) shall issue the New Securities to such Security Holder(s) as the Accelerated Issue Direction shall specify (an “Accelerated Issue”). An Accelerated Issue shall constitute an Excluded Issue, subject to Clause 10.5 applying, and any rights of pre-emption for other relevant Security Holders in respect of the Accelerated Issue (the “Affected Security Holders”) shall be excluded.

Following an Accelerated Issue:

each Affected Security Holder is entitled, but not obliged, to subscribe for or acquire (as specified in the relevant Accelerated Issue Direction pursuant to Clause 10.4) such number of each class of Securities comprising the Accelerated Issue (at the same price, on the same terms as the subscribing Security Holder(s) in the Accelerated Issue) to the effect that, if all the Affected Security Holders agree to subscribe for or acquire all such Securities offered to them in accordance with this Clause 10.5, each such Affected Security Holder’s Pro-Rata Portion of all Securities would be the same as its Pro-Rata Portion of all Securities immediately before such Accelerated Issue, subject always to Clause 10.4; and

within 20 Business Days following such Accelerated Issue, the issuer(s) in the Accelerated Issue shall notify each Affected Security Holder in writing of its entitlement pursuant to Clause 10.3(a), specifying the number and class of Securities to which it is entitled to subscribe for or acquire, the price per class of Security, and the time (being not less than 10 Business Days) within which the offer, if not accepted by notice in writing (also an “Acceptance Notice”) will be deemed to be declined.

To the extent that any Security Holder declines an offer for all or part of his Pro-Rata Portion of New Securities (any New Securities so declined or deemed to be declined, the “Remaining New Securities”), then, subject to the next sentence, such number of Remaining New Securities equal to the number of additional New Securities committed to be acquired by any Security Holder under its Excess New Securities Commitment shall be offered to each Security Holder who has given an Excess New Securities Commitment (each such person being an “Participating Security Holder”) for the same price and otherwise on the same terms on which the other New Securities of the same class are being or have been issued as part of the relevant New Issue. If there are Excess New Securities Commitments for, in aggregate, a greater number than the number of Remaining New Securities available, the following procedure (the “New Issue Procedure”) shall be implemented: each Participating Security Holder shall be entitled to acquire its Remaining Pro-Rata Portion of the Remaining New Securities for the same price and otherwise on the same terms on which the other New Securities of the same class are being or have been issued as part of the relevant New Issue. If, once the New Issue Procedure has been implemented, there are further Remaining New Securities available for subscription or acquisition such New Issue Procedure shall be repeated until either: (i) each Participating Security Holder has been allocated the maximum number of Remaining Securities in respect of which it gave an Excess New Securities Commitment; or (ii) all Remaining Securities have been allocated for subscription or acquisition in accordance with this Clause 10.6. Each time a New Issue Procedure is implemented the definition of “Participating Shareholder” for the purpose of calculating the Remaining Pro-Rata Portion shall exclude any Security Holder who has, in the previous New Issue Procedure(s), been allocated the maximum number of Remaining New Securities available to him.

In the event that, following the application of the New Issue Procedure(s), the Security Holders have declined or have been deemed to decline offers for all or some of the Remaining New Securities proposed to be issued pursuant to the relevant New Issue, the board of directors of the Company (acting with Alvogen Consent and Aztiq Consent) may offer such Remaining New Securities to a third party for the same price and otherwise on the same terms on which the other New Securities of the same class are being or have been issued as part of the relevant New Issue.

Notwithstanding the other provisions of this Agreement, the Company shall not, and the Security Holders shall procure that the Company shall not, issue Securities other than Ordinary Shares without the consent of each of Aztiq and Alvogen.

The Parties agree that at any time from the date of this Agreement but at least three (3) months prior to any Exit:

Aztiq has the right to notify the other Security Holders in writing that it is electing to exercise its right to provide the Aztiq Funding; and

following such notification, Alvogen must notify Aztiq within 10 Business Days as to how the Aztiq Funding should be provided.

The Parties agree that following Alvogen providing the notification pursuant to Clause 10.9(a) Alvogen shall have the right to provide the Alvogen Mirror Funding (to the extent applicable).

The Parties agree that:

Alvogen shall be entitled (acting in its own discretion) to apply any amount owed by the Company to Alvogen pursuant to the Alvogen Convertible Loan (including, but not limited to the Initial Advances (as defined in the Alvogen Convertible Loan)) and the 2020 Convertible Loan, in satisfaction (in whole or in part) of the subscription price payable by Alvogen (a) for any New Securities which it has agreed to subscribe for pursuant to this Clause 10, and (b) in relation to any Excluded Issue in which it participates; and

Aztiq shall be entitled (acting in its own discretion) to apply any amount owed by the Company to Aztiq pursuant to the Aztiq Convertible Loan, the Alvogen Transfer Debt (subject to the terms of this Agreement and any ancillary documents thereto), the 2020 Convertible Loan, and the Aztiq Warrant Proportion Amount in satisfaction (in whole or in part) of the subscription price payable by Aztiq (a) for any New Securities which it has agreed to subscribe for pursuant to this Clause 10, and (b) in relation to any Excluded Issue in which it participates.

Warrant

At any time following the date of this Agreement but subject to Clause 10.2, Alvogen shall have a right (such right, the “Alvogen Warrant”) to pay the Alvogen Warrant Exercise Amount to the Company and in return require the Company to allot and issue to Alvogen the Alvogen Warrant Shares.

Alvogen shall exercise the Alvogen Warrant by providing the Company with written notice of its exercise thereof (the “Alvogen Warrant Exercise Notice”).

The subscription for the Alvogen Warrant Shares (the “Alvogen Warrant Closing”) shall take place no later than 10.00am ten (10) Business Days following the delivery of the Alvogen Warrant Exercise Notice, or on such other date and at such other time to be agreed by the Company and Alvogen acting reasonably. At the Alvogen Warrant Closing, (i) Alvogen shall subscribe for and the Company shall allot and issue the Alvogen Warrant Shares, (ii) Alvogen shall pay to the Company an amount equal to the Alvogen Warrant Exercise Price by wire transfer of immediately available funds to an account designated by the Company prior to the Alvogen Warrant Closing, and (iii) the Company shall deliver to Alvogen a certified copy of the Company’s share register, confirmed by the Board, showing the Alvogen Warrant Shares duly and validly registered in Alvogen’s name.

Subject to Clause 11.7 and Clause10.2, Aztiq shall have a right to pay the Aztiq Warrant Exercise Amount to the Company and in return require the Company to allot and issue to Aztiq the Aztiq Warrant Shares, provided that, (i) Aztiq shall not exercise this right until immediately prior to the date which is twenty-eight (28) calendar days prior to a filing of a registration for application for an IPO with the relevant authorities or an Exit (other than an IPO) in respect of the Alvogen Transfer Debt, and (ii) shall not, for the avoidance of doubt, be permitted to use this right to the extent that Aztiq exercises the conversion rights pursuant to the Alvogen Transfer Debt (the “Aztiq Warrant”).

Aztiq shall exercise the Aztiq Warrant by providing the Company with written notice of its exercise thereof (the “Aztiq Warrant Exercise Notice”).

The subscription for the Aztiq Warrant Shares (the “Aztiq Warrant Closing”) shall take place no later than 10.00am ten (10) Business Days following the delivery of the Aztiq Warrant Exercise Notice, or on such other date and at such other time to be agreed by the Company and Aztiq acting reasonably. At the Aztiq Warrant Closing, (i) Aztiq shall subscribe for and the Company shall allot and issue the Aztiq Warrant Shares, (ii) Aztiq shall pay to the Company an amount equal to the Aztiq Warrant Exercise Amount by wire transfer of

The Parties acknowledge that:

on the date of this Agreement, Aztiq holds the Alvogen Transfer Debt;

the Company agrees not to repay the Alvogen Transfer Debt (including any amount accruing thereon after the date hereof) (i) earlier than the date of commencement of the Call Exercise Period (provided that it will not repay the Alvogen Transfer Debt after such date if Alvogen has exercised the Alvogen Call (ii) otherwise with Alvogen Consent;

Aztiq agrees not to exercise the convertible rights pursuant to the Alvogen Transfer Debt (i) earlier than the date of commencement of the Call Exercise Period, (provided that it will not exercise the convertible right pursuant to the Alvogen Transfer Debt after such date if Alvogen has exercised the Alvogen Call) or (ii) without Alvogen Consent;

at any time prior to the date which is two weeks prior to an Exit or the the date which is twenty-eight (28) calendar days prior to a filing of a registration for application for an IPO with the relevant authorities (or, if earlier, the date which the rules of the applicable regulated market or other recognised investment exchange upon which the shareholders intend Alvotech to Exit deem there should be no change to the capital structure) (such period before Exit being the “Call Exercise Period”), Alvogen shall have the right to give notice to exercise the Alvogen Call and to make payment within 2 Business Days of such notice and upon Alvogen making payment to Aztiq in accordance with the Alvogen Call, Aztiq agrees (i) at the same time to execute documentation to transfer the Alvogen Transfer Debt to Alvogen (and, to the extent that payment has been made by Alvogen but documentation is not signed within 5 Business Days of Alvogen exercising the Alvogen Call or Exit (whichever is earlier), the Company agrees that it will owe all outstanding amounts under the Alvogen Transfer Debt to Alvogen and not Aztiq), and (ii) that the Aztiq Warrant Proportion Amount will automatically be reduced by the principal amount of the Alvogen Transfer Debt so transferred to Alvogen;

to the extent the intended Exit will also trigger a Change of Control (as defined under the Alvogen Transfer Debt) the Company will owe certain accrued interest, PIK Loans and PIK Advances (“Alvotech Amounts”) to Alvogen in accordance with the terms of the applicable convertible loans. Accordingly, the Parties hereby agree that Alvogen may, at its election, direct that Alvotech pays some or all of the Alvotech Amounts, on its behalf, to Aztiq in satisfaction of some of all of the cash amount payable by Alvogen to Aztiq pursuant to the Alvogen Call (the “In Kind Right”). Alvogen shall notify Aztiq of its intention to use the In Kind Right at the same time as it exercises the Alvogen Call;

notwithstanding that Aztiq is obliged to exercise its right to provide the Aztiq Funding by the date indicated in Clause 10.9, in the event that Alvogen exercises its In Kind Right pursuant to Clause 11.7(e), the Parties agree that Aztiq can exercise its right to provide Aztiq Funding up to an amount equal to the Alvotech Amounts and Aztiq and the Company hereby agree to offset the Alvotech Amounts which the Company is required to pay to Aztiq as a result of Alvogen exercising the In Kind Right and Aztiq’s obligation to provide payment to the Company to exercise its right to provide the Aztiq Funding (the “Offset”). For the avoidance of doubt, the present clause does not limit the right of Aztiq to otherwise provide the Aztiq Funding in full pursuant to the terms of this Agreement;

the Parties further agree and acknowledge that:

if there is any legal, accounting reason, which prevents Aztiq from being able to use the Offset, then Alvogen shall not be able to use the In Kind Right;

in the event that Alvogen exercises the Alvogen Call and the In Kind Right, Aztiq will have its right to exercise the right granted pursuant to Clause 11.7(f) and Alvogen will have its right to exercise the Alvogen Mirror Funding (to the extent not already used prior to Exit) and the Alvogen Warrant, accordingly the Parties hereby agree to use to use best endeavours to give full effect to the intentions of the Parties and economic outcome as expected by the Parties in accordance with the terms of this Agreement immediately prior to Exit; and

Transfers of Securities

No Party to this Agreement shall Transfer any Securities, unless such Transfer is required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement.

Each relevant Group Company:

shall be obliged to register any Transfer of Securities required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement; and

shall not register a Transfer of Securities unless such Transfer of Securities is required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement.

All Security Holders

Subject to Clauses 12.3(b) to 12.3(d), any Security Holder shall or may (as applicable) Transfer its Securities to:

to the extent required or permitted pursuant to an Exit in accordance with Clause 15 (Exit);

to the extent required or permitted pursuant to a Reorganisation Transaction in accordance with Clause 16 (Reorganisation Transactions);

to the extent required or permitted pursuant to Clause 13 (Right of First Refusal);

to the extent required or permitted pursuant to Part 1 of Schedule 4 (Tag-Along Rights);

to the extent required or permitted pursuant to Part 2 of Schedule 4 (Drag-Along Rights);

an Affiliate;

with Alvogen Consent and Aztiq Consent (such consent not to be unreasonably withheld) by way of security solely in connection with the provision of debt finance to the Company; and

to any other person, with Security Holder Consent.

Except as contemplated under the 2020 Convertible Loan in respect of a New Lender (as defined in the 2020 Convertible Loan) or the 2020 Subordinated Loan, Aztiq may not Transfer Securities during the Transfer Lock Up Period without satisfying the Transfer Return Hurdle.

No Security Holder may Transfer Securities to a Restricted Person without the prior written consent of each Security Holder.

Holders of Securities (other than A Ordinary Shares) may not transfer Securities without Alvogen Consent and Aztiq Consent.

Defaulting Security Holders

each relevant Group Company shall refuse to register the purported Transfer (other than with Security Holder Consent);

the holder of the Relevant Securities hereby waive all the voting rights attached to the Relevant Securities from such time; and

the purported transferee shall have no rights or privileges in respect of such Securities conferred under this Agreement and in particular:

with respect to the Relevant Securities, the purported Transferee shall not be counted in determining the total number of votes which may be cast at any such meeting or for the purposes of any other consent required under the constitutional documents; and

the purported Transferee shall cease to have (and hereby waive) any rights of pre-emption with respect to the Relevant Securities on any New Issues pursuant to this Agreement or otherwise.

Right of First Refusal

Subject to Clause 13.2, Securities (the “ROFR Securities”) held by a Security Holder (the “Initiating ROFR Sellers” and each an “Initiating ROFR Seller”) may be Transferred to one or more bona fide third party purchaser(s) (each a “ROFR Buyer” and together the “ROFR Buyers”) from the date of this Agreement until the date on which this Agreement terminates (the “ROFR Period”) pursuant to Clauses 13.2 to 13.15 (inclusive) (such Transfer being a “ROFR Sale”).

Where a Transfer of ROFR Securities (either alone or together with any other Transfer of Securities initiated at the same time or prior to completion of the ROFR Sale) gives rise to a Tag-Along Sale, notwithstanding that the Initiating ROFR Sellers must first comply with the provisions of this Clause 13, the provisions of Part 1 of Schedule 4 of (Tag-Along Rights) and Part 2 of Schedule 4 of (Drag-Along Rights) shall apply.

Subject to Clause 13.2, the Initiating ROFR Seller wishing to Transfer any ROFR Securities during the ROFR Period to a ROFR Buyer shall give prior notice in writing (a “ROFR Notice”) to: (1) the Group Companies in which the ROFR Securities are issued; and (2) the other Security Holders (the “ROFR Benefitting Shareholders”) of the same specifying:

the number and class of ROFR Securities (the “Relevant ROFR Securities”) which such Initiating ROFR Seller wishes to transfer;

the ROFR Benefitting Shareholders’ proportional entitlement to acquire the ROFR Securities (which shall be calculated on the basis of the ROFR Benefitting Shareholders’ Pro-Rata Portion of the ROFR Securities having removed the aggregate ROFR Securities from the total Securities of the same class with the ROFR Securities issued by the Company);

the identity of the ROFR Buyers, provided that a ROFR Buyer may not be a Restricted Person;

the aggregate price at which it wishes to transfer the Relevant ROFR Securities (the “ROFR Transfer Price”) and the price per ROFR Security to be transferred; and

the terms (other than the ROFR Transfer Price) on which he proposes to transfer the Relevant ROFR Securities (the “ROFR Transfer Terms”).

No ROFR Notice once given in accordance with this Clause 13 shall be withdrawn.

The ROFR Notice shall invite the ROFR Benefitting Shareholders to notify the Initiating ROFR Seller in writing (a “ROFR Response Notice”) within 10 Business Days following the date of the ROFR Notice (which date shall be specified therein) (the “ROFR Acceptance Period”) whether they are willing to purchase all or some of the Relevant ROFR Securities at a price equal to the ROFR Transfer Price and on the ROFR Transfer Terms. No ROFR Response Notice once given shall be withdrawn.

If a ROFR Benefitting Shareholder has committed in their ROFR Response Notice to purchase all or some, of the Relevant ROFR Securities, such ROFR Benefitting Shareholder shall be obliged to purchase and the Initiating ROFR Seller shall be obliged to sell the ROFR Securities in the amount stated on the ROFR Notice, at the ROFR Transfer Price and on the ROFR Transfer Terms, subject to any mandatory and suspensory anti-trust or regulatory conditions. The sale and transfer of such ROFR Securities shall, subject to satisfaction of such conditions, be completed on the date notified to the ROFR Benefitting Shareholders by the Initiating ROFR Seller on at least 3 Business Days’ notice (and such date shall be within 30 Business Days of the expiry of the ROFR Acceptance Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions).

To the extent that a ROFR Benefitting Shareholder declines an offer for all or part of his Pro-Rata Portion of ROFR Securities (any ROFR Securities so declined or deemed to be declined, the “Remaining ROFR Securities”), then each Participating Security Holder shall be entitled to acquire its Remaining Pro-Rata Portion of the Remaining ROFR Securities for the same price and otherwise on the same terms on which the other ROFR Securities of the same class are being or have been issued as part of the relevant ROFR Sale (the “Remaining ROFR Securities Procedure”). If, once the Remaining ROFR Securities Procedure has been implemented, there are further Remaining ROFR Securities available for acquisition such Remaining ROFR Securities Procedure shall be repeated until all Remaining ROFR Securities have been allocated for acquisition in accordance with this Clause 13.7. Each time a Remaining ROFR Securities Procedure is implemented the definition of “ROFR Benefitting Shareholder” for the purpose of calculating the Remaining Pro-Rata Portion shall exclude any Security Holder who has, in the previous Remaining ROFR Securities Procedure(s), not accepted its Remaining Pro-Rata Portion of Remaining ROFR Securities.

The ROFR Benefitting Shareholders shall acquire the Relevant ROFR Securities with full title guarantee, free from all Encumbrances and together with all rights attaching to them and the Initiating ROFR Seller shall give warranties to the ROFR Benefitting Shareholders as to the title to its ROFR Securities and its capacity to transfer the ROFR Securities as part of the ROFR Sale.

If the ROFR Benefitting Shareholders have not committed to purchase any or all of the ROFR Securities within the above mentioned time period or no ROFR Response Notice has been returned by the end of the ROFR Acceptance Period and following the application of the Remaining ROFR Securities Procedure(s), the Initiating ROFR Seller may transfer the relevant number of ROFR Securities (or such number of ROFR Securities that have not been acquired by the ROFR Benefitting Shareholders pursuant to Clause 13.6) to the ROFR Buyers at a price greater than or equal to the ROFR Transfer Price, and otherwise on terms that are not materially more favourable to the ROFR Buyers than the ROFR Transfer Terms (the ROFR Transfer Conditions), provided that such transfer is completed within six months of the expiry of the ROFR Acceptance Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions to which the Transfer of ROFR Securities to the ROFR Buyer(s) is subject.

Notwithstanding any other provision of this Agreement, the Initiating ROFR Seller may require the ROFR Benefitting Shareholders to provide evidence (in a form satisfactory to the Initiating ROFR Seller) and take such steps (including depositing funds in an escrow account) (in each case, acting reasonably), in each case, to demonstrate that such ROFR Benefitting Shareholder has and will continue to have sufficient available funds to satisfy its obligations under this Clause 13. If a ROFR Benefitting Shareholder fails to provide such evidence or take such steps prior to the expiry of the ROFR Acceptance Period, the Initiating ROFR Seller may transfer the relevant ROFR Securities to the ROFR Buyers at any price, provided that such transfer is completed within six months of the expiry of the ROFR Acceptance Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions to which the Transfer of ROFR Securities to the ROFR Buyers is subject.

In the event that the consideration to be paid pursuant to the ROFR Sale is subject to any deduction, rebate or allowance whatsoever, or is otherwise subject to conditions (including milestones or escrow arrangements) or is otherwise than in the form of cash, the Board will be required to act reasonably in determining whether the ROFR Transfer Conditions are met.

If any transfer to the ROFR Buyers pursuant to this Clause 13 is not completed within six months of the start of the date of the ROFR Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions to which the Transfer of ROFR Securities to the ROFR Buyers is subject, the Initiating ROFR Seller shall not be permitted to transfer any of the ROFR Securities to any third party (other than a Permitted Transferee), without recommencing the procedure set forth in this Clause 13.

The Security Holders may appoint one Security Holder to act on their behalf for the purposes of this Clause 13.

If a ROFR Benefitting Shareholder defaults on its payment obligations under this Clause 13, the Initiating ROFR Seller may sell all or some of the ROFR Securities to the relevant ROFR Buyers provided that such transfer is completed within six months of the expiry of the ROFR Acceptance Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions to which the Transfer of ROFR Securities to a ROFR Buyer is subject.

The Initiating ROFR Seller shall be entitled to disclose the terms of this Clause 13 to any ROFR Buyer.

Deed of Adherence

Notwithstanding any other provision of this Agreement, unless this Agreement terminates in accordance with Clause 25(a) (Duration) or the Board has received Alvogen Consent and Aztiq Consent, no person who is not a party to this Agreement shall be entitled to become a Transferee of any Securities, nor to have any Securities issued to it, or to acquire any rights hereunder or be registered as the holder of any Securities unless such person signs, executes and delivers a fully valid and binding deed of adherence substantively in the form set out in Schedule 5 (Deed of Adherence) (or in such form as may be required with Alvogen Consent and Aztiq Consent) ( a “Deed of Adherence”) provided that this provision shall not apply in the case of Transfers of Securities to, or issues of Securities to, another Group Company as part of a Reorganisation Transaction.

The benefit of this Agreement shall extend to any person who acquires, or has issued to it, Securities in accordance with this Agreement and who enters into a Deed of Adherence, but without prejudice to the continuation inter se of the rights and obligations of the original parties to this Agreement and any other persons who have entered into such a Deed of Adherence.

Exit

The Parties hereby acknowledge that the Company and its holders of Shares are working towards an IPO.

Following the date which is four (4) years after the date of the Original Shareholders’ Agreement, any 40% Security Holder in circumstances where an Exit is not being actively pursued (in the reasonable opinion of the Board) (such 40% Security Holder, the “Initiating Security Holder”) shall (in each case, the Initiating Security Holder having complied with Clause 13 (Right of First Refusal)) have the right to pursue an IPO.

Where an IPO process has commenced (in the opinion of the Board, acting reasonably) and such IPO has not been consummated within twelve months following the date such process commenced (as determined by the Board acting reasonably), such IPO process shall be deemed to have been withdrawn for the purposes of Clause 15.2.

All Parties agree to take such action, and to procure that such action is taken, as is (i) reasonably requested by the Board or the Initiating Security Holder to achieve any IPO that is permitted in accordance with Clause 15.2 or (ii) reasonably requested by the Board acting with Alvogen Consent and Aztiq Consent on any other IPO, including in each case, without limitation:

appointing professional and corporate finance advisers approved by the Initiating Security Holder for and on behalf of the Company (and/or relevant Group Company);

assisting in the production and negotiation of such documentation as is required to effect the IPO;

giving such co-operation and assistance as the Initiating Security Holder reasonably requests; and

agreeing and entering into (to the extent they are considered reasonably necessary or desirable by the underwriters or corporate finance advisers advising on the IPO):

undertakings in relation to the retention, disposal or manner of disposal of their Securities (or securities received as consideration for their Securities) (known as “lock-ups”); and

provisions designed to result in an orderly disposal of Securities (or securities received as consideration for their Securities) by the Security Holders.

Each Security Holder agrees that the right of a 40% Security Holder to pursue such IPO under Clause 15.2 shall be subject to the proposed IPO achieving the IPO Return Hurdle.

Each Security Holder acknowledges and agrees to accept restrictions on the Transfer of some or all of their Shares or the shares of any other Group Company which is subject to IPO for any period after such IPO which are either to be considered mandatory under the applicable listing rules and the applicable regulatory regime and/or to be seen as best practice requirements of the exchange on which an IPO is pursued by the Initiating Security Holder (including, if applicable, the Hong Kong Stock Exchange), and/or required pursuant to any agreement with underwriters/sponsors the Company may enter into with respect to such IPO. The Company and the Initiating Security Holder will use its best efforts to ensure that the post-IPO Transfer restrictions for each Co-investor shall not exceed a period of 6 months and that each Co-investor shall have the opportunity to transfer its Securities during such look-up period with the consent of the Company and the relevant underwriters/sponsors acting for the Company in relation to the IPO.

In the event of a proposed IPO, the Parties shall discuss in good faith and (if required) agree a relationship agreement between the parties for the period following the IPO, replicating so far as is possible the provisions of this Agreement (taking into account applicable law and the rules of the relevant exchange).

Reorganisation Transactions

Upon the approval of the Board, the Company or any member of the Group shall be permitted to take any actions which are necessary, appropriate or desirable (in light of tax, legal, regulatory or other professional advice received by Aztiq and/or the Group) to effect a Reorganisation Transaction so as to optimise the Group’s corporate structure (including for the purposes of an Exit).

Each Security Holder acknowledges and agrees that:

subject to Clause 16.3, it may receive any shares or other securities of any class issued by any Group Company, as determined by the Board, by way of a dividend or distribution in kind or in exchange for, or otherwise in replacement of, Securities (the “Replacement Securities”) as part of any such Reorganisation Transaction (in which case, to the extent applicable, this Agreement shall apply to any New Holding Company as if references to the Company were references to it); and

it shall enter into any documentation, provide any consents and exercise its voting rights (as a Security Holder or otherwise) as are required to give effect to the Reorganisation Transaction,

The number of Replacement Securities to be received by any Security Holder as a result of any Reorganisation Transaction will, to the extent such Replacement Securities have not been sold or otherwise disposed of by such Security Holder in any IPO or otherwise after such Reorganisation Transaction in accordance with this Agreement, reflect the fair market value of the investment, prior to such Reorganisation Transaction, of such Security Holder in any Securities that are exchanged as part of the Reorganisation Transaction.

Distribution Policy

Subject to the provisions of Clause 7 (Conduct of Business), it is the intention of the Parties that the Company shall distribute to the holders of Securities, whether by way of distributions in respect of Shares, redemption of Securities, upstream loans or otherwise, the maximum amount available for such purposes in any financial year (including, for the avoidance of doubt, any amounts arising upon an Exit), subject to:

compliance with the terms of the Financing Documents, applicable laws and regulations (including the Companies Act); and

such distributions being made in accordance with Clause 18 (Ranking of Securities).

Ranking of Securities

Subject to the terms of any new class of Securities issued in accordance with and following the date of this Agreement, any Return of Proceeds to the Security Holders shall be distributed or be payable to the Security Holders (after payment of any (a) costs in accordance with Clause 23.2 (Exit Costs), where such distribution or payment is in connection with an Exit, as well as after payment of, (b) any debt financing to the Company and the Group) and (c) any Converted PIK Advances to the holders of Ordinary Shares pro rata to their holding of Ordinary Shares as compared to the total Ordinary Shares in issue or, in case of Exit or Transfer of Securities, pro rata to the number of Ordinary Shares subject to such event, as compared to the total Ordinary Shares subject to the relevant event, and in accordance with the Articles.

Subject to Clause 18.3, if a holder of any Securities (a “Recovering Holder”) receives any Return of Proceeds where any such amount is in excess of the amount the Recovering Holder would have been entitled to receive in respect of its holding of Securities had such amounts been distributed, redeemed or paid in accordance with Clause 18.1 (the “Excess Receipts”) then:

the Recovering Holder shall, within three Business Days, notify details of such receipt, repayment or payment to the Company; and

the Recovering Holder shall, within three Business Days of demand by any Security Holder who, had the Excess Receipts been distributed in accordance with Clause 18.1, would have received a greater Return of Proceeds than he has actually received (each an “Out of Pocket Holder”), account to any such Out of Pocket Holder(s) for any such amounts of Excess Receipts. If, in any circumstances, there is more than one Out of Pocket Holder, the Recovering Holder(s) shall account to the Out of Pocket Holders pro rata to the holdings of each Out of Pocket Holder of the relevant class of Security in respect of which such holders have received a lesser amount of the proceeds than they would otherwise have been entitled pursuant to Clause 18.1.

No payment shall be made to any Security Holder pursuant to Clause 18.2 to the extent that any such payment would result in such Security Holder receiving any Return of Proceeds that is in excess of any amounts that such holder of Securities is entitled to receive pursuant to Clause 18.1 from the proceeds available.

Investment in a Competitor

Each Co-investor shall notify the Board promptly (and in any event within five (5) Business Days of the date of completion of the relevant acquisition or the date of appointment (as the case may be)) following such Co-investor and/or its respective Affiliates:

directly acquiring equal to or greater than 20 per cent. of the issued securities of any Competitor that is not a Listed Company;

directly acquiring equal to or greater than 15 per cent. of the issued securities of any Competitor that is a Listed Company; or

appointing (A) a director (or the equivalent in the relevant jurisdiction) to the board of directors (or the equivalent in the relevant jurisdiction) of a Competitor (unless that director is an Independent Director) or (B) an observer to attend (but not vote at) any meetings of the board of directors (or the equivalent in the relevant jurisdiction) of a Competitor,

If any Co-investor and/or its respective Affiliates (as applicable) undertakes a Competing Action, following notification to, the Board under Clause 19.1 of such Competing Action, the Board shall consider the Competing Action, taking into account, without limitation, the identity and geographic location of the Competitor and the materiality of the Competing Action and, acting in good faith (but without any ▇▇▇▇▇▇ on its discretion), it may:

require such Co-investor to replace any Director of the Board appointed by it pursuant to Clause 3.2 of this Agreement with an Independent Director, unless such appointed Director is already an Independent Director; and/or

suspend such Co-investor’s right under Clause 8 of this Agreement to receive information about the Group,

Notwithstanding Clause 19.1 or any other provision of this Agreement, none of the Co-investors shall be required to disclose the identity of a Competitor which is the subject of a Competing Action where such Co-investor and/or its respective Affiliate is subject to confidentiality undertakings (but only for so long as they are bound by such confidentiality undertakings) which would prohibit it from disclosing the identity of such Competitor, provided however that nothing in this Clause 19.3 shall limit any other obligation of Co-investor under Clause 19.1 of this Agreement.

The obligations of each Co-investor and its respective Affiliates under this Clause 19 (including to notify the Board of a Competing Action) shall cease to apply upon termination of this Agreement in accordance with Clause 25 (Duration).

This Clause 19 may, unless otherwise agreed in writing between the Security Holders only be amended (whether by addition or deletion) annually and only with Alvogen Consent and Aztiq Consent, each acting reasonably and in good faith.

If each Co-investor and/or its respective Affiliates hold an investment in, have a director appointed to the board of directors of, or has nominated an observer to attend (but not vote at) any meetings of the board of directors of, an entity that is subsequently named a Competitor, the provisions of this Clause 19 shall not apply with respect to such investment, appointment or nomination (as applicable).

Rights of Inspection

If, at any time:

the Company shall be in breach of any of its obligations under Clause 7 (Conduct of Business), 8 (Provision of Information), 9 (Annual Budget and Business Plan) or Schedule 3 (Information Rights);

any information provided pursuant to such obligations is incomplete or contains a manifest error or is inconsistent; or

any information provided pursuant to such obligations or which otherwise comes to the attention of any of the Security Holders contains evidence of (or provides reasonable grounds for the suspicion of) fraud, bribery or corruption, misrepresentation or any other activity which is illegal or might otherwise damage the business or reputation of the Group or the Security Holders,

For the purpose set out in Clause 20.1, the Company shall (and shall procure that each other Group Company shall) promptly make available all its books and records to the Security Holders and/or such firm(s) of professional advisers appointed by the Security Holders, each of whom shall be entitled without further authority to enter into and remain on any Group Company’s premises for the purpose of, or in connection with, preparing such items.

Announcements

Confidentiality

Notwithstanding any other provision of this Agreement, the Security Holders shall be entitled at all times to consult freely about the Group and its affairs with, and to disclose Confidential Information and the contents of the Transaction Documents (and any ancillary documents related thereto) to:

(i) any of their Affiliates and in the case of Alvogen, its shareholders and finance providers, and each of their respective Representatives; (ii) any other Security Holder or their respective Affiliates and each of their Representatives and (iii) any indirect shareholder in Alvogen or any other person on whose behalf it is investing in the Group or any proposed investor in, or lender to the Group (or with or to any of its or their Representatives); and

any proposed purchaser, underwriter, sponsor or broker or lender and their respective Representatives, for the purposes of facilitating either a Transfer of Securities, disposal of assets of a member of the Group, issue of Securities, Reorganisation Transaction or Exit subject to the Security Holders using reasonable endeavours to procure that any such recipient is made aware of the confidential nature of the Confidential Information and relevant Transaction Documents (and any ancillary documents related thereto) and agrees to treat it accordingly,

Subject to Clause 22.1, each party shall in all respects keep confidential, and not at any time disclose, make known in any other way, or use for his own or any other person’s benefit or to the detriment of any Group Company or any other Security Holder, any Confidential Information, provided that:

such obligation shall not apply to information which has come into the public domain (other than through a breach by any party of this Agreement);

any Party shall be entitled at all times to disclose such information as may be required by (or to procure compliance with) law or by any competent judicial or regulatory authority or by any recognised investment exchange or for tax or accounting purposes (provided that, so far as practicable and legally permissible, the disclosing party shall consult with the other Parties prior to making such disclosure); and

nothing contained in this Clause 22.2 shall prevent any employee or officer of any Group Company from disclosing information in the proper performance of his duties as an employee or officer of such Group Company.

Costs and Expenses

Director Expenses

Exit Costs

The relevant Group Company shall pay all fees, costs and expenses (including advisers’ fees) in connection with any Exit (including a Tag-Along Sale) or Reorganisation Transaction to the extent permissible under applicable law, save to the extent the Board determines that the payment of any such fees, costs and expenses would result in adverse legal or tax consequences for the Group Company.

If such Group Company is prohibited by applicable law from paying all such fees, costs and expenses, or if the payment of any such fees, costs and expenses would result in adverse legal or tax consequences for the Group Company as determined by the Board, then the Security Holders shall procure that such fees, costs and expenses are deducted from the aggregate consideration received prior to any funds being paid to Security Holders, and will be borne by each of the Security Holders in the same proportions as the proceeds received by them in connection with the Exit.

Other Costs

Relationship of Agreement to Transaction Documents

If there is any conflict between the provisions of this Agreement and any other Transaction Document, then the provisions of this Agreement shall prevail.

If any such conflict should be identified, each of the Security Holders agrees and undertakes, if so requested by the Security Holders, to exercise its voting rights and other rights as a director and/or Security Holder or in order to amend the relevant Transaction Document or articles of association of the relevant Group Company in order to eliminate the conflict by causing the relevant document to be amended so that it is consistent with this Agreement.

The Parties agree that in the event that any claim, dispute or difference arising out of or in connection with this Agreement and relating to the same subject matter, set of facts or circumstances as set out in the Articles, the articles of association or by-laws of any Group Company may be brought under or in connection with this Agreement rather than under or in connection with the Articles, the articles of association or the by-laws of any Group Company, such claim, dispute or difference shall be brought under this Agreement (rather than pursuant to the Articles, relevant articles of association or the by-laws of any Group Company).

Duration

Subject to Clause 25.2 am without prejudice to the accrued rights of any party and save in respect of the Surviving Provisions:

this Agreement shall terminate on the earlier of (and contemporaneously with) (i) the date of completion of an IPO or Exit (or, in the case of an Asset Sale, at such time as the proceeds from such Asset Sale have been applied and distributed in accordance with Clause 18 (Ranking of Securities)) (provided that Paragraph 1.2 of Schedule 4 shall continue in accordance with its terms except in the context of an IPO) and (ii) the date on which a Winding Up is concluded; and

subject to subparagraph (a), on any Security Holder ceasing to hold any Securities or ceasing to be the beneficial owner of any Securities, this Agreement shall terminate with respect to that Party only (such that the terms of this Agreement may subsequently be varied without the consent of such Party), provided that such Party shall have complied with his or its obligations under Clause 12 (Transfers of Securities) with respect to any Transfer of its Securities (and the relevant Transferee(s) shall have entered into a Deed of Adherence (unless the Board has received Alvogen Consent and Aztiq Consent to the contrary pursuant to Clause 14.1 (Deed of Adherence)) and, where applicable, a deed of accession to any intercreditor deed which forms part of the Financing Documents).

The provisions of Clause 15.6 shall continue to apply notwithstanding the termination or expiry of this Agreement for any reason.

Variations and Waivers

Variations to Transaction Documents

Save as set out in Clause 26.1 (b), no variation of this Agreement shall be effective unless made in writing and signed by or on behalf of all the Security Holders.

Any amendment or variation can be made with only Alvogen Consent and Aztiq Consent, provided that such amendment or variation does not materially affect the legal or economic position of any Security Holder compared to the other Security Holders.

Pari Passu Securities

No Waiver

No failure or delay by any Security Holder or time or indulgence given in exercising any remedy or right under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right.

No waiver by any Party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by such Party. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.

Any waiver, release or compromise or any other arrangement of any kind whatsoever which a Party gives or enters into with any other Party in connection with this Agreement shall not affect any right or remedy of any Party as regards any other Parties or the liabilities of any other such Parties under or in relation to this Agreement.

Entire Agreement

This Agreement, any accession agreement thereto, and the Transaction Documents together contain the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document (for the avoidance of doubt, any bilateral or trilateral agreement between some Parties, including but not limited to any documentation relating to the agreement shall not be affected and shall continue to have full effect and validity among such Parties). The Parties shall not enter into any agreements or arrangements with respect to the Transaction Documents and the matters contemplated therein other than the Transaction Documents without the prior consent of the Board (acting with Alvogen Consent and Aztiq Consent).

Each of the Parties acknowledges that it is entering into this Agreement without reliance on any undertaking or representation given by or on behalf of any other party to this Agreement, other than as expressly contained in this Agreement, and provided that nothing in this Clause 27 shall exclude any liability of any party for fraud or fraudulent misrepresentation.

This Agreement shall not be construed as creating any partnership or agency relationship between any of the parties, except where this Agreement expressly so provides.

Without prejudice to any liability for fraud, fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this Agreement are contained in this Agreement, and no party shall have any right to rescind this Agreement.

Assignment

Subject to Clause 28.2, no party shall be entitled to assign the benefit or burden of any provision of this Agreement (or any of the documents referred to herein) without Alvogen Consent and Aztiq Consent.

All or any of a Security Holder’s rights under this Agreement and any of the Transaction Documents may be assigned by that Security Holder to any third party to whom it Transfers Securities or any Affiliate of that Security Holder, provided that in the case of an assignment to a Security Holder’s Affiliates, if such assignee ceases to be an Affiliate of such Security Holder, such rights are assigned to the Security Holder or another Affiliate of that Security Holder.

No assignment of this Agreement shall operate to increase the liability of any of the Parties under this Agreement.

Counterparts

Further Assurance

Each Party shall observe and comply fully with the provisions of this Agreement and each of the Transaction Documents and undertakes to exercise his rights (whether in his capacity as a Security Holder, shareholder, director or officer (in each case, as far as may be applicable)) to give full effect to the provisions of this Agreement including, without limitation, to pass any shareholder resolutions of the Company and to enter into such proxies, consents to short notice, waivers of pre-emption and other documentation and waive any applicable rights which they have as is required to implement or give effect to any provision of this Agreement, including (but not limited to) any New Issue, Excluded Issue, Tag-Along Sale, Transfer, buyback or repurchase of Securities by a Group Company permitted by or carried out in accordance with this Agreement, Exit or Reorganisation Transaction permitted or required by, and carried out in accordance with, the terms of this Agreement.

Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give full effect to this Agreement.

Aztiq agrees that they shall not (and shall procure that no other entity or person associated with it and each of its and their respective directors, officers, employees and/or other affiliates), as long as the Convertible Bonds are outstanding:

take any action which will cause a Change of Control (as defined in the Convertible Bond Instrument); or

reduce its holding of the A Ordinary Shares (or replacement Securities) to less than 25% of the total number of A Ordinary Shares (or replacement Securities) in issue.

To the extent that complying with any obligation under this Agreement will or is, in the reasonable opinion of the Board cause or causing a Change of Control (as defined in the Convertible Bond Instrument whilst such agreement remains in effect), each Party undertakes to use best endeavours to give full effect to the intentions of the Parties and economic outcome as expected by the Parties.

Other Remedies

Any remedy or right conferred upon any party for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to them.

Each Party agrees and acknowledges that:

a person with rights under this Agreement may be irreparably harmed by any breach of its terms, and that damages alone may not necessarily be an adequate remedy;

without affecting any other rights or remedies, if a breach of this Agreement occurs or is threatened, the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, may be available; and

it shall, if any of the remedies set out in subparagraph (b) is sought in relation to any threatened or actual breach of the terms of this Agreement, waive any rights it may have to oppose that remedy on the grounds that damages would be an adequate alternative.

Liability

Successors

Third Party Rights

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of, or enjoy any benefit under, this Agreement, except to the extent set out in this Clause 34.

Any Security Holder’s Affiliates or Group Company may directly enforce only those Clauses in which they are referred.

This Agreement may be terminated and any term may be amended or waived without the consent of the third party persons referred to in Clause 34.2.

Invalidity

Notices

Form of Notice

Method of Service

by hand to the relevant address set out in Clause 36.4 and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;

by prepaid first-class post to the relevant address set out in Clause 36.4 and shall be deemed served at the start of the second Business Day after the date of posting;

by prepaid international airmail to the relevant address set out in Clause 36.4 and shall be deemed served at the start of the fourth Business Day after the date of posting; or

by email to the relevant address set out in Clause 36.4 and shall be deemed served at time of sending, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient.

In Clause 36.2 “during a Business Day” means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located. References to “the start of a Business Day” and “the end of a Business Day” shall be construed accordingly.

Address for Service

Notices for Aztiq shall be marked for the attention of:

Notices for Alvogen shall be marked for the attention of:

Notices for Fuji shall be marked for the attention of:

Notices for YAS Holding shall be marked for the attention of:

Notices for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be marked for the attention of:

Notices for the Company shall be marked for the attention of:

Notices for ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be marked for the attention of:

Notices for ▇▇▇▇▇▇▇ ▇▇▇▇ Murshad Alredaini shall be marked for the attention of:

Notices for Efgan Dengür shall be marked for the attention of:

Notices for Olifant shall be marked for the attention of:

Notices for FFI shall be marked for the attention of:

Notices for FYI shall be marked for the attention of:

Notices for Delcotech shall be marked for the attention of:

Notices for Santo shall be marked for the attention of:

Notices for ▇▇▇▇▇▇ shall be marked for the attention of:

Notices for Shinhan shall be marked for the attention of:

Notices for CLS shall be marked for the attention of:

In the case of any other party to this Agreement, from time to time, Notices shall be addressed to the relevant party at the address set out in that party’s Deed of Adherence.

Change of Details

Email Communication

in the case of the Company, to such email address as may be specified for this purpose by the Company; and

in the case of any other Party, such email address as may be notified to the Company in writing for this purpose,

Valid Service in Proceedings

Warranties and Undertakings

Each Party warrants to each other party that it has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under this Agreement (and any other agreement or arrangement to be entered into by it in connection with this Agreement), that the obligations expressed to be assumed by it under this Agreement and each such other agreement are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of this Agreement and each such other agreement and arrangement will not:

result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutive documents; or

result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

Governing Law and Jurisdiction

This Agreement and the rights and obligations of the parties, including the validity and enforceability of this Agreement, the capacity of the parties and all non-contractual obligations arising under or in connection with this Agreement, shall be governed by and construed in accordance with the laws of England and Wales.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement, and/or any non-contractual obligations arising in connection with this Agreement.

EXECUTED and DELIVERED as a DEED

by Alvotech Holdings S.A. acting by

Name, address and occupation of witness

EXECUTED and DELIVERED as a DEED

by Aztiq Pharma Partners S.à ▇.▇. acting by

EXECUTED and DELIVERED as a

DEED by Alvogen Lux Holdings

S.à ▇.▇. acting by

▇▇▇▇▇ ▇▇▇▇▇

EXECUTED and DELIVERED as a

DEED by Alvogen Lux Holdings

S.à ▇.▇. acting by

Class B Director

EXECUTED and DELIVERED as a

DEED by Alvogen Lux Holdings

S.à ▇.▇. acting by

Class C Director

EXECUTED and DELIVERED as a DEED

by Fuji Pharma Co., Ltd. acting by: ▇▇▇▇▇▇▇▇ ▇▇▇▇

EXECUTED and DELIVERED as a DEED

by Alvotech hf. acting by

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Authorised Signatory

/s/ ▇▇▇▇▇ Major

▇▇▇▇▇ Major

Lawyer

▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇

EXECUTED and DELIVERED as a DEED

by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

EXECUTED and DELIVERED as a DEED

by YAS Holding LLC acting by

▇▇▇▇▇▇▇ Al Redaini

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Signature of witness

▇▇▇▇▇ ▇▇▇▇▇▇

Acting CLO

Khalifa City A

Abu Dhabi, UAE

EXECUTED and DELIVERED as a DEED

by ▇▇▇▇▇▇ ▇▇▇▇▇▇

Signature of witness

EXECUTED and DELIVERED as a DEED

by ▇▇▇▇▇▇▇ ▇▇▇▇ Murshad Alredaini

Signature of witness

Name, address and occupation of witness

Signature of witness

Name, address and occupation of witness

EXECUTED and DELIVERED as a DEED

by Olifant Fund, Ltd. acting by

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

Signature of witness

Name, address and occupation of witness

EXECUTED and DELIVERED as a DEED
by FFI Fund Ltd acting by

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

EXECUTED and DELIVERED as a DEED

by FYI Ltd. acting by

▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.

in the presence of:

Name:

Title: Authorised Signatory

in the presence of:

EXECUTED and DELIVERED as a DEED by Shinhan Investment Corp., as General Partner on behalf of Shinhan Healthcare Fund 5

Name: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Title: President & CEO

in the presence of:

Signature of witness

EXECUTED and DELIVERED as a

DEED by Mr. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇

Scheusan

Signature of witness

EXECUTED and DELIVERED as a

DEED by Santo Holding (Deutschland),

GmbH

▇▇▇▇▇▇ ▇▇▇▇▇▇

(Managing Director)

Signature of witness

EXECUTED and DELIVERED as a

DEED by ▇▇▇▇▇▇ Healthcare SA

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇

Deputy General Counsel, Legal - EMEA

Signature of witness

Frequency, Location and Convening Meetings of the Board

The Board shall hold no fewer than one meeting per quarter.

Any director shall be entitled to convene a meeting of the Board on at least 10 Business Days’ prior written notice or such shorter period as it may reasonably determine where urgent business has arisen (which shall in particular be the case in case of issuance of shares pursuant to the conversion rights under the Convertible Bonds).

Notice of any Group Company Board (which may be given by e-mail) shall be sent to all directors, accompanied by a written agenda specifying the business of such meeting in reasonable detail along with all relevant papers. Other than with all board members present or represented, and only those matters included on the written agenda may be discussed at such meeting.

The directors or members of the relevant Group Company Board may either attend the relevant Group Company Board meeting in person at the location specified in the notice or by way of a telephone or video conference facility established by the relevant Group Company which enables each of the directors or members present to participate in a way which allows for their identification and efficient participation.

Voting at Board Meetings

Resolutions of the Group Company Board meetings shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person (including the chairman) shall have a second or casting vote and the resolution shall not be passed.

Conflicts of Interest

Save as otherwise provided by the Companies Act, any director of the Company who has, directly or indirectly, a financial interest conflicting with the interest of the Company in connection with a transaction falling within the competence of the board of directors, must inform the board of directors of such conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions relating to such transaction nor vote on such transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item.

Where the Company comprises a single director, transactions made between the Company and the director having an interest conflicting with that of the Company are only mentioned in the resolution of the sole director.

Where, by reason of a conflicting interests, the number of directors required in order to validly deliberate is not met, the board of directors may decide to submit the decision on this specific item to the general meeting of shareholders.

The conflict of interest rules shall not apply where the decision of the board of directors or the sole director relates to day-to-day transactions entered into under normal conditions.

A director may grant a power of attorney to any other director for any specified Group Company Board meeting by serving written notice of such appointment on the relevant Group Company and such replacement may exercise the votes of the director or member who has appointed him and such appointing director or member may direct his replacement on how to exercise such votes.

To the extent permitted by law (and subject to any fiduciary duties to act on behalf of the Company, and in particular the obligation not to disclose any information, even after the termination of their mandate as director, which they have on the Company and the disclosure of which may be prejudicial to the interests of the Company), each Security Holder is hereby authorised to disclose all information available to him/her in such position to such Security Holder that proposed him/her for such appointment and/or to their respective Affiliates and/or their professional advisers. All Parties hereby expressly agree to such disclosure and agree to release the relevant person from any duty of confidentiality in that respect, provided that such right of disclosure shall be limited to such disclosure as may be necessary for the purpose of such Security Holder monitoring its investment in the Group, to the extent required to inform the Security Holder’s Affiliates about the Group’s performance and not for any other purpose (competitive or otherwise).

Quorum for General Meetings

No business shall be transacted at any meeting of the shareholders of the Company unless a quorum of shareholders is present at the time when the meeting proceeds to business and remains present during the transaction of business.

The quorum of any meeting of the Company shall be the presence of a representative of each Aztiq and Alvogen.

Votes of Shareholders

Subject to a higher majority foreseen by the Companies’ Act, questions arising at any meeting of the Company shall be decided by a majority of the votes cast.

All Ordinary Shares shall have the voting rights provided by the Articles.

Notice

Subject to paragraph 3.2 of Part 2 of this Schedule 1, a minimum of 8 Business Days’ notice of each general meeting of the Company, accompanied by a note of the venue for such meeting and an agenda (as well as copies of any documents specified to be considered at such meeting in such agenda) of the business to be transacted shall be given to all the shareholders.

Subject to the provisions of the Companies’ Act, the notice period referred to in paragraph 3.1 of Part 2 of this Schedule 1 may be shortened with Security Holder Consent.

Adopting the Business Plan or Budget in respect of each Financial Year or amending a current Business Plan or Budget;

Acquiring or disposing (whether in a single transaction or series of transactions) of any material asset(s) or any business (or material part of any business) or any shares in the Company, any Group Company or any third party company, save as specifically provided in the Business Plan or pursuant to Clauses 12, 13 and 15.2-15.7 or any IPO which does not meet the IPO Return Hurdle;

Creating, releasing or redeeming any encumbrance over the whole or any material part of the undertaking, assets or property of the Company or any Group Company;

Making any material change in the nature or scope of the business, including introducing or discontinuing any field of activity, ceasing to conduct the business or relocating the business;

Entry into, modifying or terminating any material contract or arrangement or any contract affecting a material part of the business (including, but not limited to, any agreement with a third party in respect of the development, licensing, distribution, marketing, commercialization or sale of the Adalimumbab Product in the United States which the Company, or any other Group Company, proposes to enter into) or any contract which is outside the ordinary scope of the business;

Enter into, materially vary or terminate any lease, licence, tenancy or similar arrangement where the rental and all other payments under it exceeds USD 1,000,000;

Grant or enter into any licence, agreement or arrangement concerning any part of the name or trading names of any Group Company or the goodwill attaching to the same or any other part of a Group Company’s intellectual property;

Apply for, allow to lapse or materially amend a regulatory approval or licence in any jurisdiction (other than renewals of any approvals or licences in the ordinary course of business);

Instituting or settling any legal or arbitration proceedings other than debt collection in the ordinary course of business which involves or might involve an amount (including related costs) of more than USD 7,500,000;

Save as expressly provided in this Agreement, creating, allotting or issuing any Shares or other Securities, or granting any option or right to subscribe in respect of any Share or other Securities;

Incorporate any new subsidiary or branch of the Group, or undertake any Group reorganisation;

Consolidating, sub-dividing or converting any share capital, except as provided for in the Articles or this Agreement;

Adopting or revising any dividend policy, or declaring, making or paying any dividend or other distribution;

Approving the statutory accounts of the Company or any Group Company and/or any change in the principal accounting policies employed other than as required by law or accounting policies generally accepted in Luxembourg from time to time;

Any change in the auditors or the Financial Year;

Borrowing money or incurring any indebtedness otherwise than in the ordinary and usual course of business which would result in the aggregate borrowings of the Company or any Group Company exceeding USD 100,000 or varying or terminating any agreement for the raising of any such indebtedness (including, without limitation, early repayment);

Enter into, or increase or extend any liability under, any guarantee or indemnity other than (i) in the ordinary and usual course of trading or (ii) as required pursuant to the Financing Documents;

Refinancing the Convertible Bonds or any other indebtedness;

Amending the articles of association or equivalent constitutional documents or adopting further articles of association or such equivalent constitutional documents or any Group Company;

Adopting or amending employees’ terms and conditions of employment by making, terminating or materially varying any employment agreement or arrangement with any person earning in excess of the equivalent of USD 1,000,000 a year or more other than salary increases in the usual course and at normal market rates;

The Company and/or any Group Company incurring any capital expenditure in excess of USD 2,500,000;

Proposing or taking any steps to wind up the Company or any Group Company or the filing of a petition for winding-up by the Company or any Group Company or the making of any arrangement by the Company or any Group Company with creditors generally or any application for an administration order or for the appointment of a receiver or administrator in respect of the Company or any Group Company;

Make any political or (out of the ordinary course of business) charitable contribution or any other gift of whatsoever nature above USD 10,000, save for contributions of the same amount and to the same recipient as previously agreed;

Acquire or dispose of any asset or provide or receive any service otherwise than at market value and on an arm’s-length basis;

Entry into or varying any transaction between any Group Company and a Security Holder or any Affiliate of such Security Holder or a director, officer, employee, representative or partner of such Security Holder and/or its Affiliates or a director officer, employee, representative of any Group Company (other than employment arrangements as permitted in accordance with the terms of this Agreement); and

Entry into an agreement, commitment or arrangement in respect of any of the above.

Making a material change in the nature or scope of the business of the Group outside of the Business Plan;

Entry into or varying any transaction between any Group Company and a Security Holder or any Affiliate of such Security Holder or a director, officer, employee, representative or partner of such Security Holder and/or its Affiliates or a director officer, employee, representative of any Group Company (other than employment arrangements as permitted in accordance with the terms of this Agreement) which results in material value leaving the Group;

Proposing or taking any steps to wind up any Group Company or the filing of a petition for a solvent winding up by any Group Company save in connection with an Exit;

Creating, allotting or issuing any Shares of the relevant class or other Securities, or granting any option or right to subscribe in respect of any Share or other Securities except (i) in case of an Excluded Issue or (ii) pursuant to Clause 10;

Amending the articles of association or equivalent constitutional documents or adopting further articles of association or such equivalent constitutional documents of the Company to the extent it effects specific class rights of the Shares held by the Co-Investors as foreseen in the Articles in the sense of article 450-4 of the Companies Act;

Entry into an agreement, commitment or arrangement in respect of any of the above; and

Reducing share capital, purchasing or redeeming any of its share capital or varying the rights attaching to any class of shares of the Company, except as provided for by the Articles or this Agreement.

The Group agrees with each of Alvogen and Aztiq that it will generally keep each of Alvogen and Aztiq informed of the progress of each Group Company’s business and affairs and in particular will:

procure that each of Alvogen and Aztiq are given such information and such access to the officers, employees, premises books and records of the Group as they may reasonably require for the purposes of enabling them to monitor their investment in the Group;

procure that a copy of any correspondence, to the extent the Company has received it, from or with the holders of the Convertible Bonds or their representatives or any agent appointed in respect of the Convertible Bonds is provided to Alvogen as soon as is reasonably practicable;

direct the Group’s auditors from time to time to provide directly to each of Alvogen and Aztiq such information as each of Alvogen and Aztiq may reasonably request for the purposes of enabling them to monitor their investment in the Group;

prepare and send to each of Alvogen and Aztiq and/or their professional advisers such documents, information and/or data in relation to any Group Company, and in such form, detail and timeframe, as are requested by each of Alvogen and Aztiq (acting reasonably) and as are necessary or desirable to enable each of Alvogen and Aztiq or any of its Affiliates and/or any Group Company to comply with any law, regulation, code of practice or requirement of a regulatory authority or any policy, advice or guideline of any regulatory authority, industry body or association, or undertake any merger control analysis, including in relation to anti–bribery, anti–corruption, anti–competition, anti-money laundering or sanctions; and

procure that each of Alvogen and Aztiq are given such information as they may request for the purpose of enabling them to comply with the United Nations-supported Principles for Responsible Investing initiative.

Without prejudice to the generality of paragraph 1, the Group agrees with each of Alvogen and Aztiq that it will prepare and send to each of Alvogen and Aztiq (or as each of Alvogen and Aztiq may direct) (all in such form and detail as is currently provided or as is otherwise specified or approved by the Security Holders):

a detailed draft operating budget (including a cash flow and expenditure forecast, monthly operating plan and projected balance sheet, profit and loss statement and covenant forecast) for the Group in respect of its next financial year, not later than 90 days before the end of each financial year. Having consulted with each of Alvogen and Aztiq and obtained their consent in respect thereof (both as to form and content), the Group shall not later than 25 days prior to the end of the then current financial year adopt such budget as the Annual Budget for the next financial year of the Group;

an income statement, statement of cash flows and balance sheet of the Group for the previous financial quarter within 4 business days of the end of each financial quarter;

an income statement, statement of cash flows and balance sheet of the Company for the previous month within 4 business days of the end of each month;

a detailed draft Business Plan for the Group in respect of the next financial year not later than 90 days before the end of each financial year;

reports including a narrative setting out the progress of the Group on matters materially affecting the business and affairs of the Group;

the audited consolidated accounts of the Group (together with the notes thereto and the directors’ report and auditors’ report thereon, and a business and financial review in compliance with the Disclosure and Transparency Guidelines), as soon as reasonably practicable following, and in any event within four months of, the end of the financial year to which they relate;

minutes of each board meeting of any Group Company (and of each committee meeting of any such board), as soon as reasonably practicable following, and in any event within two weeks of, such meeting;

to the extent consistent with applicable law (and with respect to events which require public disclosure, only following the Group Company’s disclosure thereof through applicable securities (on filings or otherwise), information regarding any significant corporate actions, including, without limitation, any approach (formal or informal) which might lead to any sale or disposal of any Securities or of any part of the business or assets of the Group (otherwise than in the ordinary and normal course of trading), extraordinary dividends, acquisitions of assets, issuance of significant amounts of debt or equity and material amendments to the articles of association of any Group Company forthwith upon the Group or any member of the Board becoming aware of it;

forthwith upon the Group or any member of the board of any Group Company becoming aware of them, details of any circumstances which will or might:

cause any actual or prospective material adverse change in the financial position, prospects or business of any Group Company; or

materially adversely affect the Group’s ability to perform its obligations under this Agreement, the Financing Documents or any other instrument or any Group Company’s ability to perform its obligations under any material contract to which it is a party;

to the extent that such matters are known to a Group Company, details of any actual or threatened material litigation, claim or proceedings with which any Group Company is involved or is likely to become involved (other than debt collection proceedings in the ordinary and normal course of business);

to the extent that such matters are known to a Group Company, copies of any material documents and correspondence sent to or from third party lenders, or arising in respect of the Transaction Documents;

information regarding any offer or approach to acquire the business of the Company promptly on becoming aware of such offer or approach;

regular updates on the commencement of, and progress in, any product commercialisation discussions with a third party and on development progress for a Product pursuant to the Product Rights Agreement;

such documents, information and data as each of Alvogen and Aztiq may reasonably request from time to time in relation to energy supply arrangements, energy consumption or greenhouse gas emissions or other environmental impacts of any Group Company, and which are necessary or desirable to enable each of Alvogen and

any information which each of Alvogen and Aztiq may reasonably request:

to enable them to monitor their investment; or

to enable them to give proper consideration to any proposed transaction or matter on which Alvogen Consent and/or Aztiq Consent is required;

in connection with the preparation and/or filing of any of each of Alvogen and Aztiq’s tax returns or may require in connection with any regulatory requirements to which it is subject; or

that may reasonably be required in relation to any Financing Documents or any subsequent financing of the Group, or any other reasonable requests in accordance with and pursuant to the Transaction Documents; and

to the extent not already provided for in this Schedule 3:

the official meeting minutes in relation to any meeting between any Group Company (or its Representatives) and the United States Food and Drug Administration (which shall be provided to the Security Holders no more than 30 (thirty) days following any such meeting);

the IP strategy of the Group from time to time;

any response to the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ Reports; and

the Group’s hiring strategy from time to time for the position of the Head of Regulatory of the Group.

such documents, information and data in relation to any Group Company, and in such form, detail and timeframe, as are reasonably requested by each Co-Investor as are necessary or desirable to enable any Co-Investor and/or any Affiliate of any such Co-Investor and/or any Group Company to comply with any law, regulation, code of practice or requirement of a regulatory authority or any policy, advice or guideline of any regulatory authority, industry body or association, or undertake any merger control analysis;

the audited consolidated accounts of the Group (together with the notes to the accounts and the directors’ report and auditors’ report thereon), as soon as reasonably practicable following, and in any event within three (3) months of, the end of the financial year to which they relate;

the Annual Budget and the Business Plan, in each case, as soon as reasonably practicable after they have been finalised and approved; and

the Group’s quarterly reports containing unaudited financial information for the relevant period together with a high level operational report from the Board for the first, second and third quarters of the financial year no later than sixty (60) days after the end of such quarter.

Circumstances in which Tag-Along Rights Apply

Save as otherwise agreed in writing between the Security Holders (including in any Security Holder’s Deed of Adherence), a 40% Security Holder and/or its Affiliates (together, the “Tag Triggering Sellers”) propose (having complied with Clause 13 (Right of First Refusal)) to make a Transfer of any Securities other than any Shareholder Debt (the relevant class being the “Tag-Along Securities”) to a third party (the “Tag Transferee”), other than:

to an Affiliate; or

in connection with a Reorganisation Transaction; or

to any person where a Drag-Along Notice has been served (and has not lapsed) in accordance with Part 2 of this Schedule 4 (except that this subparagraph (c) shall not apply so as to prevent Aztiq and Alvogen, as long as they respectively hold in aggregate in excess of 15 per cent. of the A Ordinary Shares in issue, each exercising a Tag-Along Right where a Drag-Along Notice has been served (and has not lapsed) in accordance with Part 2 of this Schedule 4),

The Tag-Along Right shall apply to any Transfer of Securities following or as part of an IPO (provided that each Tag Triggering Seller agrees that it shall not Transfer any Shares pursuant to a waiver of any lock-up agreement unless each other Security Holder is granted a waiver of their respective lock-up agreements on the same terms and at that time), until such Tag Triggering Seller holds equal to or less than 20 per cent. of the Company’s or New Holding Company’s (as the case may be) issued and listed shares, whereupon it shall cease to apply.

Tag-Along Mechanism

Not less than 15 Business Days prior to the completion of any proposed Tag-Along Sale, the Tag Triggering Sellers shall deliver to the Company and the other Security Holders a written notice (a “Tag-Along Notice”) which notice shall set out (to the extent not described in any accompanying documents):

the identity of the Tag Transferee;

subject to paragraph 2.2 below, the type and amount of consideration to be paid by the Tag Transferee for the Tag-Along Securities;

the proposed date of the Transfer (if known); and