Term Sheet Amneal Pharmaceuticals, Inc.

Following the closing of the Reorganization (the “Closing”), and pursuant to the steps identified in the “Manner of Reorganization” section below:

1.  A newly formed Delaware corporation (“New PubCo”) will be the direct owner of Old PubCo.

2.  New PubCo, both directly and indirectly through Old PubCo, will be the owner of Opco.

3.  The current holders of (i) Old PubCo Class A common stock (including the public stockholders) and (ii) Class B common stock and Opco common units (other than Old PubCo) will be the holders of Class A common stock of New PubCo.

New PubCo Class A common stock will have the same designations, rights, powers and preferences and qualifications, limitations and restrictions thereof as the Old PubCo Class A common stock.

As defined in the Second Amended and Restated Stockholders Agreement dated as of December 16, 2017, by and among Amneal Pharmaceuticals Holding Company, LLC, a Delaware limited liability company, AP Class D Member, LLC, a Delaware limited liability company, AP Class E Member, LLC, a Delaware limited liability company, AH PPU Management, LLC, a Delaware limited liability company, and Amneal Pharmaceuticals, Inc. (which was previously known as Atlas Holdings, Inc.), a Delaware corporation, as amended.

Old PubCo shall ensure that New PubCo common stock will trade on NYSE under the “AMRX” ticker and New PubCo will maintain Old PubCo’s “accelerated filer” status and adopt Old PubCo’s Registration Statements on Forms S-3 and S-8 by filing post-effective amendments.

Old PubCo shall file an 8-K disclosing this Term Sheet, and the Amneal Legacy Group shall make appropriate Section 13/16 filings, in each case promptly after execution hereof.

The Reorganization will be structured as follows:

1.  Old PubCo forms New PubCo, a new Delaware corporation, as a direct, wholly-owned subsidiary.

2.  New PubCo forms two direct, wholly-owned merger subsidiaries: Merger Sub 1, a Delaware corporation (“Merger Sub 1”) and Merger Sub 2, a Delaware limited liability company (“Merger Sub 2”).

3.  Merger Sub 1 merges with and into Old PubCo with Old PubCo surviving (the “First Merger”) pursuant to Section 251(g) of the General Corporation Law of Delaware (“DGCL”).

4.  As a result of the First Merger, the shares of Old PubCo Class A common stock and Old PubCo Class B common stock outstanding immediately before the First Merger convert, by operation of law, into an equal number of shares of New PubCo Class A common stock and New PubCo Class B common stock, with the same rights as Old PubCo Class A common stock and Old PubCo Class B common stock, respectively.

5.  Merger Sub 2 merges with and into Opco with Opco surviving (the “Second Merger”).²

6.  As a result of the Second Merger, all common units of Opco, other than those held by Old PubCo, will convert into an equal number of shares of New PubCo Class A common stock.

Pursuant to the Opco Limited Liability Company Agreement, the Second Merger will require the consent of a majority interest of the members.

7.  Immediately following the Second Merger, all holders of Opco common units, other than Old PubCo, shall surrender their respective shares of New PubCo Class B common stock for cancellation pursuant to a Stock Surrender Agreement executed prior to Closing.

8.  Following the Second Merger, any hook stock resulting from the First Merger or the Second Merger (i.e., New PubCo stock held by Old PubCo and Opco) will be surrendered to New PubCo for no consideration and subsequently retired.

9.  Upon completion of the Reorganization, Old PubCo will be directly owned by New PubCo and Opco will be directly owned by Old PubCo and New PubCo and there will be a single class of stock of New PubCo outstanding.

10.  Following the Reorganization, the public stockholders will own the same portion of the equity of New PubCo that they owned in Old PubCo prior to the Reorganization.

Old PubCo and Opco intend for the transaction to be a non-taxable reorganization pursuant to Section 351 of the Internal Revenue Code.

New PubCo will retain the same management and board composition as Old PubCo.

The charter and bylaws of New PubCo shall have provisions identical to the current charter and bylaws of Old PubCo, including all of the rights of the Amneal Legacy Group contained therein, consistent with Section 251(g) of the DGCL.

New PubCo will assume all of the rights and obligations of Old PubCo under the Second Amended and Restated Stockholders Agreement dated December 16, 2017 and as amended as of August 2, 2019, by and among Old PubCo, Opco, AP Class D Member, LLC, AP Class E Member, LLC and AH PPU Management, LLC (the “Stockholders Agreement”). The Stockholders Agreement will be amended as necessary to account for the Reorganization.

Prior to Closing, the Parties will amend any applicable governance, voting, stockholders or similar agreements to which Old PubCo, Opco or any of the Amneal Legacy Group members are party (including, but not limited to, the Opco LLCA, TRA and Stockholders Agreement) in order to (i) effect the Reorganization and (ii) maintain the effectiveness of such agreements following the Reorganization.

Other than as set forth in this Term Sheet and to achieve the purposes set forth above, the terms of such agreements shall remain unchanged.

The Parties agree to cooperate to effect, or cause to effect, as applicable, any other documentation necessary for the Reorganization.

Each Party agrees that this Term Sheet is intended to be legally valid and binding in all respects and create formal legal obligations on each Party to it, the consideration for which is the mutual covenants and undertakings set out herein.

This Term Sheet shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law provisions. Any dispute, disagreement, controversy or claim arising out of or relating to this Term Sheet or the breach hereof shall be subject to the jurisdiction of the Chancery Courts of