Exhibit 10.1


 





 


EXECUTION VERSION


 


CONTINGENT AMENDMENT AGREEMENT


 


THIS CONTINGENT
AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2021, by and among, OSMOTICA PHARMACEUTICAL
CORP., a Delaware corporation (“OPC”), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (“Valkyrie”
and together with OPC, the “Borrowers”), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (“Holdings”)
in its own capacity and as Borrower Representative, the other Loan Parties party hereto and the Lenders party hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers,
the other Loan Parties, the Administrative Agent, the Lenders from time to time party thereto and the other persons party thereto are
parties to that certain Credit Agreement, dated as of February 3, 2016 (as amended by the First Amendment to Credit Agreement, dated
as of November 10, 2016, the Second Amendment to Credit Agreement, dated as of April 28, 2017, the Third Amendment to Credit
Agreement, dated as of December 21, 2017, the Limited Consent entered into as of May 21, 2020, and the Fourth Amendment to Credit
Agreement, dated as of December 11, 2020, the “Existing Credit Agreement”; and the Existing Credit Agreement,
if and when amended by the Amendment (as defined below) in accordance with the terms and conditions hereof, the “Credit Agreement”;
capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms (i) on
any date prior to the Fifth Amendment Effective Date (as defined below), in the Existing Credit Agreement) and (ii) on and after
the Fifth Amendment Effective Date, in the Credit Agreement);


 


WHEREAS, on the
date hereof, Osmotica Pharmaceuticals plc (“Ultimate Parent)”, OPC, Valkyrie and Hungarian Holdings (collectively,
the “Sellers”), Alora Pharmaceuticals, LLC, a Delaware limited liability company (the “Guarantor”)
and Acella Holdings, LLC, a Delaware limited liability company (the “Buyer”) have entered into a Purchase and Sale
Agreement (together with all exhibits, annexes and schedules thereto, in each case as in effect on the date hereof, a copy of each of
which is attached hereto as Exhibit A, and as amended in accordance with the terms hereof, the “PSA”),
pursuant to which, among other things, the Sellers will sell to the Buyer the “Transferred Assets” and “Transferred
Equity Interests” (as each such term is defined in the PSA) (the “Sale”); and


 


WHEREAS, in connection
with the execution of the PSA, the Borrowers have requested that the Lenders amend, effective as of the Fifth Amendment Effective Date,
certain provisions of the Existing Credit Agreement as set forth in Section 2 hereof, and, subject to the satisfaction of
each of the conditions set forth herein and the occurrence of the Fifth Amendment Effective Date, the Lenders are willing to do so, in
each case on the terms and in reliance upon the representations and warranties set forth herein; and


 






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NOW, THEREFORE,
in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:


 


1.            Termination
of Revolving Credit Commitments. The Revolving Credit Commitments under the Existing Credit Agreement are hereby reduced in accordance
with Section 2.08(c) of the Existing Credit Agreement (but without the requirement to deliver any notice pursuant to Section 2.08(d) of
the Existing Credit Agreement) by $25,000,000, such that, on the date of this Agreement, the Total Revolving Credit Commitment under the
Existing Credit Agreement is $25,000,000.


 


2.            Amendments
to Existing Credit Agreement. Subject to the occurrence of the Fifth Amendment Effective Date, on the Fifth Amendment Effective Date,
upon satisfaction of each of the conditions set forth in Section 3 hereof, the Existing Credit Agreement and, to the extent
included in Annex A, each Schedule or Exhibit to the Existing Credit Agreement, shall be amended by deleting the stricken
text (as indicated by struck-through text), and by inserting the text (as indicated by
bold,
double-underlined text), as set forth in the pages of the Existing Credit Agreement attached
as Annex A hereto (the “Amendment”).


 


3.            Conditions
to Agreement. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent:


 


(a)            the
Administrative Agent (or its counsel) shall have received executed counterparts of this Agreement signed by Holdings, the Borrowers and
each other Loan Party as of the date hereof;


 


(b)            this
Agreement shall have been executed and delivered by the Administrative Agent and each Lender;


 


(c)            the
Administrative Agent shall have received each of (x) an updated Perfection Certificate dated as of the date of this Agreement (or
a certification that the information set forth in the Perfection Certificate most recently delivered under the Existing Credit Agreement
is true, complete and correct as of the date of this Agreement) and (y) a completed pro forma Perfection Certificate, with information
provided therein giving effect to the Sale and each other transaction contemplated by the PSA, in each case, signed by a Responsible Officer
of the Loan Parties, together with all attachments contemplated thereby (the “Pro Forma Perfection Certificate”);


 


(d)            the
representations and warranties in Section 5 hereof shall be true and correct in all material respects (or, if qualified by
 “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) on and as of such
date, provided that to the extent that a representation and warranty specifically refers to a given date or period, it shall be
true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar
term or qualification, in all respects) as of such date or period, as the case may be;


 


(e)            as
of the date hereof, no Default exists and no Event of Default shall have occurred;


 


(f)            there
shall be no order, injunction or decree of any Governmental Authority restraining or prohibiting this Agreement, the Amendment, the PSA
or any of the transactions contemplated hereby or thereby;


 






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(g)            there
shall not exist any material action, suit, investigation, litigation or proceeding pending or overtly threatened in any court or before
any arbitrator or Governmental Authority that challenges any of the Loan Documents, including this Agreement and the Amendment, the PSA
or any of the transactions contemplated hereby or thereby;


 


(h)            the
Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan Guarantor, dated the
as of the date of this Agreement and executed by a Secretary, Assistant Secretary or other senior officer, which shall (A) certify
that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, stockholders, members
or other governing body authorizing the execution, delivery and performance of this Agreement and, to the extent it is a party thereto,
the PSA, and the consummation of the transactions contemplated hereby and thereby, as applicable, and that such resolutions or written
consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the
signatures of the officers of such Loan Party authorized to sign this Agreement, and (C) certify that (x) attached thereto is
a true and complete copy of the certificate or articles of incorporation or organization (or memorandum or other equivalent thereof) of
each of Holdings, each Borrower and each Loan Guarantor certified by the relevant authority of the jurisdiction of organization of such
Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or
operating, management or partnership agreement and (y) such documents or agreements have not been amended since the date of the last
amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified
therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto
amending the same (as the case may be) (or a certification that such documents or agreements referred to in the foregoing clauses (x) and


 


(y)            have
not been amended since the date of the last certification thereof furnished to the Administrative Agent) and (ii) a good standing
certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax
status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and
each Loan Guarantor from its jurisdiction of organization;


 


(i)            the
Administrative Agent shall have received a certificate dated the date of this Agreement and signed on behalf of the Borrower Representative
by a Responsible Officer, certifying on behalf of the Loan Parties that each condition set forth in clauses (d) through (g) of
this Section 3 has been satisfied on such date;


 


(j)            as
of the date of this Agreement, the Aggregate Revolving Credit Exposure does not exceed $25,000,000; and


 


(k)            the
Administrative Agent shall have received the reasonable fees, costs and expenses payable to it in accordance with
Section 9.03(a) of the Credit Agreement, including in connection with this Agreement (but without regard to the last
sentence of such Section), to the extent invoiced at least two (2) Business Days prior to the date of this
Agreement.


 






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4.            Conditions
to Amendment. The effectiveness of the Amendment is subject to the satisfaction on or prior to the Outside Date (as defined in the
PSA), of each of the following conditions precedent (the first date on which all such conditions are satisfied, the “Fifth Amendment
Effective Date”):


 


(a)            the
Sale shall have been consummated in accordance with the terms of the PSA, without giving effect to any modifications, amendments or waivers
or consents that are adverse to the interests of the Lenders in any respect without the prior written consent of the Administrative Agent
(it being understood and agreed that (i) any decrease in the amount of, or postponement of the time for payment of, any consideration
payable to any of the Sellers, or provision permitting such consideration to be paid other than in cash in Dollars, (ii) any extension
of the “Outside Date”, (iii) any new or expanded condition to closing under the PSA or any expansion or amendment which
increases any condition to closing under the PSA (but not any waiver of any condition by the Buyer), (iv) any increase in (or decrease
in any deductible or threshold amount relating to) indemnification, expense reimbursement or other payment, whether contingent or otherwise,
to be made by or on behalf of any Seller, or any unfavorable (to any Seller) change in contingencies relating thereto or (v) any
assignment by a Loan Party of any rights it may have under the PSA to any Person other than a Loan Party (each, a “Deemed Adverse
Amendment”) is deemed adverse to the interests of the Lenders);


 


(b)            all
amounts paid to any Seller under the PSA, prior to or on the Fifth Amendment Effective Date, shall have been paid to the Administrative
Agent for application to repay outstanding Obligations in accordance with the terms of the Existing Credit Agreement;


 


(c)            the
Loan Parties shall have prepaid, after the date of this Agreement and prior to or on the Fifth Amendment Effective Date, in accordance
with Section 2.10(a) of the Existing Credit Agreement, a principal amount of the Term Loans in an amount necessary to cause
the aggregate outstanding principal amount of the Term Loans, after giving effect to such prepayment, to be equal to or less than $30,000,000
(the “Term Loan Prepayment”), together with accrued and unpaid interest on such principal amount repaid and any other
amounts due and owing in connection with such prepayment pursuant to Section 2.15 of the Existing Credit Agreement;


 


(d)            Ultimate
Parent shall have, after the date of this Agreement and prior to or on the Fifth Amendment Effective Date, contributed to the common
equity of Holdings or repaid intercompany debt owed by Ultimate Parent to any Loan Party as of the date of this Agreement, in an
aggregate amount of cash not less than $[REDACTED] in Dollars in immediately available funds, all of which shall be paid by Ultimate
Parent to an account of a Loan Party that is subject to a Control Agreement;


 


(e)            no
Revolving Loans, LC Exposure or any other Secured Obligation (other than any expense reimbursement obligation not yet due or any
contingent indemnification obligation), other than the principal amount of the Term Loans and accrued and unpaid interest
thereon, after giving effect to Term Loan Prepayment, shall exist or otherwise be outstanding;


 






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(f)            the
Administrative Agent shall have received either (i) a completed Perfection Certificate, dated the Fifth Amendment Effective Date
with information provided therein giving effect to the Sale and each other transaction contemplated by the PSA, together with all attachments
contemplated thereby, or (ii) a certificate that the information provided in the Pro Forma Perfection Certificate delivered pursuant
to Section 3(c) hereof is true, correct and complete as of such date, in either case, signed by a Responsible Officer
of the Loan Parties;


 


(g)            the
representations and warranties in clauses (a) through (c) of Section 5 hereof (in the case of representations
contained in clause (c), solely to the extent constituting Specified Representations (and expressly excluding any representation or
warranty in clause (c)            of Section 5 hereof
that is not a Specified Representation) shall be true and correct in all material respects (or, if qualified by
 “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) on and as of
such date, provided that to the extent that a representation and warranty specifically refers to a given date or period, it
shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse
Effect” or similar term or qualification, in all respects) as of such date or period, as the case may be;


 


(h)            no
Default or Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to the Amendment,
other than any such Default or Event of Default the occurrence of which is a result of an event beyond the control of any of the Loan
Parties (it being understood and agreed that (i) compliance with the Financial Covenants and (ii) any covenant requiring action
by a third party or which would be breached as a result of actions by a third party are beyond the control of any of the Loan Parties);


 


(i)            the
Administrative Agent shall have received a certificate dated the date of this Agreement and signed on behalf of the Borrower Representative
by a Responsible Officer, certifying on behalf of the Loan Parties that each condition set forth in clauses (a) through (d) and
clauses (g) and (h) of this Section 4 has been satisfied on such date; and


 


(j)            the
Administrative Agent shall have received the reasonable fees, costs and expenses payable to it in accordance with Section 9.03(a) of
the Credit Agreement, including in connection with this Agreement (but without regard to the last sentence of such Section), to the extent
invoiced at least two (2) Business Days prior to the Fifth Amendment Effective Date.


 






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5.            Representations
and Warranties. To induce the Lenders to execute and deliver this Agreement and consent to the Amendment, each Loan Party hereby represents
and warrants to the Administrative Agent and each Lender, in each case as of the date of this Agreement and as of the Fifth Amendment
Effective Date, as follows:


 


(a)            the
execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith are within
each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary
corporate or other organizational action of such Loan Party. This Agreement and all documents and instruments delivered in
connection herewith to which any Loan Party is a party have been duly executed and delivered by such Loan Party and is a legal,
valid and binding obligations of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations;


 


(b)            the
execution and delivery of this Agreement, the PSA and all documents and instruments delivered in connection herewith or therewith by each
Loan Party party thereto and the performance by such Loan Party thereof (i) will not violate (x) any of such Loan Party’s
Organizational Documents or (y) any Requirements of Law applicable to such Loan Party which, in the case of this clause (i)(y) could
reasonably be expected to have a Material Adverse Effect and (ii) will not violate or result in a default under any Contractual Obligation
of any of the Loan Parties which in the case of this clause (ii) could reasonably be expected to result in a Material Adverse
Effect;


 


(c)            on
the date of this Agreement and on the Fifth Amendment Effective Date, both before and after giving effect to this Agreement (and in the
case of representations made as of the Fifth Amendment Effective Date, after giving effect to the Amendment), the PSA and the transactions
contemplated hereby and thereby, each of representations and warranties of the Loan Parties set forth in the Existing Credit Agreement
(and in the case of representations made as of the Fifth Amendment Effective Date, the Credit Agreement) and the other Loan Documents,
is true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or
similar term or qualification, in all respects) on and as of the date hereof; provided that to the extent that a representation
and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by
 “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) as of such date or
period, as the case may be;


 


(d)            on
the date of this Agreement, no Default exists and no Event of Default has occurred; and


 


(e)            on
the Fifth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing immediately before and immediately
after giving effect to the Amendment.


 


		6.	Reference to and Effect upon the Credit Agreement.



 


(a)            Except
as specifically amended hereby with respect to periods commencing after the Fifth Amendment Effective Date, all terms, conditions,
covenants, representations and warranties contained in the Existing Credit Agreement and other Loan Documents, and all rights of the
Lenders and the other Secured Parties, and all of the Obligations, shall remain in full force and effect. The Borrowers and the
other Loan Parties hereby confirm that, both on the date of this Agreement and the Fifth Amendment Effective Date, the Credit
Agreement and the other Loan Documents are in full force and effect and that neither any Borrower nor any other Loan Party has any
right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the
Existing Credit Agreement, the Credit Agreement or any other Loan Document.


 






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(b)            The
execution, delivery and effectiveness of this Agreement shall not directly or indirectly constitute, and are not intended to constitute,
(i) a novation of any of the Obligations under the Existing Credit Agreement, the Credit Agreement or other Loan Documents or (ii) a
course of dealing or other basis for altering any Obligations or any other contract or instrument.


 


(c)            From
and after the Fifth Amendment Effective Date, subject to the occurrence thereof: (i) the term “Agreement” in the Credit
Agreement, and all references to the Credit Agreement in any other Loan Document, shall mean the Credit Agreement, as modified by the
Amendment and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without
limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith.


 


		7.	Termination; Amendment; PSA Notices; PSA Amendments.



 


(a)            This
Agreement, including each Lender’s consent to the Amendment and any of the transactions contemplated hereby or by the PSA, shall
automatically terminate and be of no further force or effect on the earliest to occur of (a) the Outside Date (as defined in the
PSA), unless the Fifth Amendment Effective Date shall have occurred on or prior to such date, and (b) if earlier than the date set
forth in clause (a) above, the date of termination of the PSA by any of the parties thereto.


 


(b)            The
Borrowers shall deliver to the Administrative Agent copies of each of the following, to the extent delivered to or by any Seller under
or in connection with the PSA, within two (2) Business Days of the delivery or receipt thereof: (i) any notice delivered by,
or received by, any Seller, pursuant to the terms of the PSA, (ii) notice, together with copies of, any proposed amendment, modification
or waiver of the terms of the PSA and (iii) notice, together with copies of, any effective amendment, modification or waiver of the
terms of the PSA.


 


(c)            No
Seller shall consent to or permit any amendment, modification or waiver of the PSA that is adverse to the interests of the Lenders in
any respect without the prior written consent of the Administrative Agent (it being understood and agreed that any Deemed Adverse Amendment
is deemed adverse to the interests of the Lenders).


 






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8.            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or
 “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement. The words
 “execution,” signed,” “signature,” and words of like import in this Agreement or in any other
certificate, agreement or document related to this Agreement or the other Loan Documents shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the UCC. This
Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof.


 


9.            Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.05 of the
Credit Agreement, and provided, further, that the Borrowers may not assign or otherwise transfer any of their rights or
obligations under this Agreement without the prior written consent of the Administrative Agent (and any attempted assignment or transfer
by the Borrowers without such consent shall be null and void).


 


		10.	Governing Law; Jurisdiction; Consent to Service of Process.



 


(a)            THIS
AGREEMENT, INCLUDING THE AMENDMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING
THE AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)            EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S.
FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM)
OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE AMENDMENT, AND AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED
BY LAW, FEDERAL COURT. THE PARTIES HERETO AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL
ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS RETAIN THE RIGHT TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER
JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT.


 






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(c)            EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING
THE AMENDMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION, SUIT OR PROCEEDING
IN ANY SUCH COURT.


 


(d)            TO
THE EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) DIRECTED
TO IT AT ITS ADDRESS FOR NOTICES AS PROVIDED FOR IN SECTION 9.01 OF THE CREDIT AGREEMENT OR AS INDICATED ON THE APPLICABLE SIGNATURE
PAGE ATTACHED HERETO. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES
AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE.
NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.


 


11.            Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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12.            Severability.
To the extent permitted by law, any provision hereof held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.


 


13.            Headings.
Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.


 


14.            Reaffirmation;
no Waiver. Each of the Loan Parties, as borrower, debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which
such Loan Party grants or granted liens or security interests in its property or otherwise acts as accommodation party or guarantor, as
the case may be, hereby:


 


(a)            ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is
a party (after giving effect to this Agreement and, if applicable, the Amendment) and (ii) grants to the Administrative Agent, for
the benefit of the Secured Parties (as such term is defined in the Pledge and Security Agreement), a lien on and security interest in,
all of its right, title and interest in, to and under the Collateral of such Loan Party, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and, to the extent such
Loan Party granted liens on or a security interests in any of its property pursuant to any such Loan Document as security for or otherwise
guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such grant of security interests and liens
and guarantee, as applicable, and confirms and agrees that such security interests, liens and guarantee hereafter, including after giving
effect to the Amendment, secure all of the Obligations as amended by the Amendment. Each of the Loan Parties hereby consents to this Agreement
and the Amendment and acknowledges that, except as shall be amended by the Amendment, each of the Loan Documents remains in full force
and effect and is hereby ratified and reaffirmed; and


 


(b)            confirms
that by executing and delivering this Agreement, the Administrative Agent and the Lenders have not waived any Default or Event of Default,
whether occurring prior to or after the date of this Agreement, and that each of the Administrative Agent and the Lenders expressly reserve
all of their respective rights, powers, privileges and remedies under the Credit Agreement, other Loan Documents or applicable law, including,
without limitation, with respect to any Default or Event of Default that has or may occur at any time either before or after the date
of this Agreement.


 


15.            The
execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders,
constitute a waiver of any provision of any of the Loan Documents, extinguish the obligations for the payment of money outstanding
under the Credit Agreement or discharge or release the lien or priority of any Collateral Documents or serve to effect a novation of
the Obligations under the Credit Agreement or instruments securing the same, which shall remain in full force and effect. No oral
representations or course of dealing on the part of the Administrative Agent, any Lender or any of its officers, employees or
agents, and no failure or delay by the Administrative Agent or any Lender with respect to the exercise of any right, power,
privilege or remedy under any of the Credit Agreement, other Loan Documents or applicable law shall operate as a waiver thereof, and
the single or partial exercise of any such right, power, privilege or remedy shall not preclude any later exercise of any other
right, power, privilege or remedy.


 






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16.            General
Release. In consideration of, among other things, the Lenders’ execution and delivery of this Agreement, each of the Borrowers
and the other Loan Parties, on behalf of themselves and their agents, representatives, officers, directors, advisors, employees, Subsidiaries,
affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute
against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law,
each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions,
causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements,
bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever,
that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter
arising, whether arising at law or in equity (collectively, the “Claims”), against the Administrative Agent, any Lender,
any Issuing Bank and any other Secured Party (the “Lender Parties”) in any capacity and their respective affiliates,
subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective
successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of
each of the foregoing (collectively, the “Releasees”), in each case, based in whole or in part on facts, whether or not now
known, which occurred before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of
the Loan Documents or transactions contemplated thereby, or any actions or omissions in connection therewith, in each case prior to the
date hereof, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Loan Parties, on the one
hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions
referenced in clause (i) hereof, in each case, prior to the date hereof. In entering into this Agreement, the Borrowers and each
other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations,
acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth
above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. For
the avoidance of doubt, nothing in this Section 16 shall be construed to release any claim, action or cause of action which
any Releasor may have arising out of this Agreement or the transactions contemplated hereby or with respect to any actions or events occurring
on or after the date hereof. The provisions of this Section 16 shall survive the termination of this Agreement, the Credit
Agreement, the other Loan Documents and payment in full of the Obligations.


 


17.            Amendments.
Notwithstanding the provisions of Section 9.02 of the Credit Agreement, neither this Agreement nor the Amendment nor any provision
hereof or thereof, including any of Sections 3 and 4 hereof, may be waived, amended or otherwise modified, except pursuant
to an agreement or agreements in writing entered into by the Borrowers, the Administrative Agent and each Lender.


 


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Signature Pages Follow]


 






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IN WITNESS WHEREOF, each of the undersigned has executed
this Agreement as of the date set forth above.


 


	 	BORROWERS:
	 	 
	 	OSMOTICA PHARMACEUTICAL CORP.
	 	 
	 	By:	 /s/ Brian Markison
	 	Name:	Brian Markison
	 	Title:	 Chief Executive Officer
	 	 
	 	VALKYRIE GROUP HOLDINGS, INC.
	 	 
	 	By:	/s/ Brian Markison
	 	Name:	Brian Markison
	 	Title: 	Chief Executive Officer




 


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	 	OTHER LOAN PARTIES:
	 	 
	 	OSMOTICA HOLDINGS US LLC
	 	 
	 	By:	 /s/ Brian Markison
	 	Name:	Brian Markison
	 	Title:	Chief Executive Officer
	 	 
	 	OSMOTICA KERESKEDELMI ÉS
	 	 
	 	By:	/s/ Gabor Varga
	 	Name:	Gabor Varga
	 	Title:	Managing Director




 





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	 	VERTICAL/TRIGEN OPCO, LLC
	 	 
	 	By:	 /s/ Brian Markison
	 	Name:	 Brian Markison
	 	Title:	Chief Executive Officer
	 	 
	 	VERTICAL PHARMACEUTICALS, LLC
	 	 
	 	By:	 /s/ Brian Markison
	 	Name:	Brian Markison
	 	Title:	Chief Executive Officer
	 	 
	 	TRIGEN LABORATORIES, LLC
	 	 
	 	By:	 /s/ Brian Markison
	 	Name:	Brian Markison
	 	Title:	Chief Executive Officer
	 	 
	 	RVL PHARMACEUTICALS, INC.
	 	 
	 	By:	/s/ Brian Markison
	 	Name:	Brian Markison
	 	Title:	Chief Executive Officer
	 	 
	 	RVL PHARMACY, LLC
	 	 
	 	By:	 /s/ Brian Markison                
	 	Name:	Brian Markison
	 	Title:	Chief Executive Officer




 


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	 	LENDERS:
	 	 
	 	CIT
    BANK, N.A., as a Lender and Joint Lead Arranger
	 	 
	 	By:	/s/ John S. Yusi III
	 	Name:
    John S. Yusi III
	 	Title:
    Senior Vice President



 


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	 	FIFTH THIRD BANK, as a Lender, Issuing Bank and Joint Lead Arranger
	 	 
	 	By:	/s/ Donald K. Mitchell
	 	Name:	 Donald K. Mitchell
	 	Title:	 Vice President




 


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  	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender and
  Co-Syndication Agent
	 	 
	 	By:	/s/ Russ Brightly
	 	Name:	Russ Brightly
	 	Title:	 Director
	 	 
	 	By:	/s/ Suzanne Lupinetti
	 	Name:	Suzanne Lupinetti
	 	Title:	Vice President




 


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	 	SILICON VALLEY BANK, as a Lender and Joint Lead Arranger
	 	 
	 	By:	/s/ Peter Freyer
	 	Name:	Peter Freyer
	 	Title:	Managing Director




 


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	 	HANCOCK WHITNEY BANK, as a Lender and Co-Syndication Agent
	 	 
	 	By:	/s/ Megan Brearey
	 	Name:	 Megan Brearey
	 	Title:	 Senior Vice President




 


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	 	REGIONS BANK, as a Lender and Co-Syndication Agent
	 	 
	 	By:	/s/ Arthur E. Cutler
	 	Name:	Arthur E. Cutler
	 	Title:	Senior Vice President




 


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	 	CADENCE BANK, as a Lender
	 	 
	 	By:	/s/ Will Donnelly
	 	Name:	Will Donnelly
	 	Title:	Vice President




 


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	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Samantha Bonvie
	 	Name:	Samantha Bonvie
	 	Title:	Assistant Vice President




 


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	 	SANTANDER BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Jeffrey G. Millman
	 	Name:	Jeffrey G. Millman
	 	Title:	Vice President




 


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	 	ANNALY MML FUNDING LLC, as a Lender
	 	 
	 	By:	/s/ Christian Vanni
	 	Name:	Christian Vanni
	 	Title:	 Managing Director
	 	 
	 	By:	 /s/ Thomas R. Hobbis  
	 	Name:	Thomas R. Hobbis
	 	Title:	Managing Director




 


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	 	ALLSTATE INSURANCE COMPANY, as a Lender J.M.
	 	 
	 	By:	/s/ Allen Dick
	 	Name:	Allen Dick
	 	Title:	Authorized Signatory
	 	 
	 	By:	/s/ Terrence Mullen
	 	Name:	Terrence Mullen
	 	Title:	Authorized SIgnatory
	 	 
	 	ALLSTATE LIFE INSURANCE COMPANY, as a Lender J.M.
	 	 
	 	By:	/s/ Allen Dick
	 	Name:	Allen Dick
	 	Title:	Authorized Signatory
	 	 
	 	By: 	/s/ Terrence Mullen
	 	Name:	Terrence Mullen
	 	Title:	 Authorized Signatory




 


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	 	IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	Kevin Braddish
	 	Title:	 President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND V, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	 Kevin Braddish
	 	Title:	 President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND VIII, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	Kevin Braddish
	 	Title:	President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND VII, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	Kevin Braddish
	 	Title:	President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND IX, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	 Kevin Braddish
	 	Title:	President




 





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	 	IVY HILL MIDDLE MARKET CREDIT FUND X, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	 Kevin Braddish
	 	Title:	 President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND XI, LTD, as a Lender
	 	 
	 	By:	/s/ Kevin Braddish
	 	Name:	Kevin Braddish
	 	Title:	President
	 	 
	 	IVY HILL MIDDLE MARKET CREDIT FUND XII, LTD, as a Lender
	 	 
	 	By:	 /s/ Kevin Braddish
	 	Name:	 Kevin Braddish
	 	Title:	President




 


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	 	MONROE CAPITAL MML CLO 2017-2, LTD., as a Lender
	 	 
	 	By:	Monroe Capital Management LLC, as Asset Manager and Attorney-in Fact
	 	 
	 	By:	/s/ Jeffrey Williams
	 	Name:	 Jeffrey Williams
	 	Title:	Managing Director
	 	
	 	MONROE CAPITAL MML CLO VII LTD., as a Lender
	 	 
	 	By:	Monroe Capital Asset Management LLC, as Asset Manager and Attorney-in Fact
	 	 
	 	By:	/s/ Jeffrey Williams
	 	Name:	Jeffrey Williams
	 	Title:	Managing Director




 


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