Exhibit 10.1


 


Execution Version


 


ALBANY MOLECULAR RESEARCH, INC.






SUBSCRIPTION AGREEMENT






DATED
AS OF May 5, 2016


 




     


     


    

 


THIS SUBSCRIPTION AGREEMENT,
dated as of May 5, 2016 (this “Agreement”), is made by and among Albany Molecular Research, Inc., a company
incorporated under the laws of Delaware, United States (the “Company”) and Lauro Cinquantasette S.p.A, a company
incorporated under the laws of Italy (the “Subscriber”).


 


WHEREAS, the Company
and the Subscriber are parties to that certain Share Purchase Agreement, dated as of the date hereof (as it may be amended from
time to time, the “Share Purchase Agreement”), pursuant to which, among other things, the Company intends to
buy and the Subscriber intends to sell 100% of the capital stock of Prime European Therapeuticals S.p.A. – Euticals (the
“Euticals Stock” and “Euticals,” respectively), a company organized and existing under the
laws of Italy, with registered office at Viale Bianca Maria 25, Milano Italy, Italian Tax Code No. 07254610152 (the “Transaction”);


 


WHEREAS, the Company,
as partial consideration for the Subscriber’s sale of the Euticals Stock, intends to (i) issue and sell to the Subscriber
the Consideration Shares (as defined herein) pursuant to the terms of this Agreement and (ii) issue to the Subscriber Promissory
Note A and Promissory Note B, each dated as of the date of Closing, issued by the Company to the Subscriber;


 


WHEREAS, concurrently
with entering into this Agreement, the Company and the Subscriber shall enter into the Registration Rights and Lock-Up Agreement
(the “Registration Rights Agreement”); and


 


WHEREAS, concurrently
with the Closing, the Subscriber and the other parties named therein shall enter into the Stockholders Agreement in the form set
forth on Schedule 1.1(P) to the Share Purchase Agreement (the “Stockholders Agreement”, and together with the
Registration Rights Agreement, the “Rights Agreements”).


 


NOW, THEREFORE, in
consideration of the foregoing, the agreements set forth in this Agreement, and other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.          Definitions.
For the purposes of this Agreement, the following terms shall have the following respective meanings.


 


“Adjustment
Date” shall have the meaning assigned in Section 6(d)(iii).


 


“Affiliate”
shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common
control with, such Person.


 


“Agreement”
shall have the meaning assigned in the preamble.


 


“Applicable
Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory,
common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree,
ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or
applicable to such Person, as amended unless expressly specified otherwise, including, as it relates to the Consideration Shares/Shares,
the requirements of any applicable federal or state securities laws or the rules, regulations
or listing standards promulgated by any national securities exchange on which such shares are traded.


 




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“Board”
shall mean the board of directors of the Company.


 


“Business
Day” shall mean a day (other than a Saturday or a Sunday) on which banks generally are open in Milan, Italy and New York,
New York.


 


“Buyer”
shall have the meaning assigned in the Share Purchase Agreement.


 


“Carry Over
Amount” shall have the meaning assigned in Section 6(d)(iii).


 


“Claim
of Indemnity” shall have the meaning assigned in Section 6.(d)(iv). 


 


“Company”
shall have the meaning assigned in the preamble.


 


“Company
Indemnitees” shall have the meaning assigned in Section 6.(c).


 


“Company
Public Filings” shall have the meaning assigned in Section 4.


 


“Computershare”
shall have the meaning assigned in Section 2.(a).


 


“Consideration
Shares” shall have the meaning assigned in Section 2.(a).


 


“Direct Claim”
shall have the meaning in Section 6.(d)(v).


 


“Escrow Agent”
shall mean Cordusio Fiduciaria S.p.A., a company incorporated under the laws of Italy, with registered office in Italy, at Via
Dante n. 4, Milan, registered with the Companies’ Register of Milan under no. 01855720155, REA n. 863916, or, in the event
of its non-acceptance or its subsequent waiver of its appointment pursuant to this Agreement, another escrow agent nationally recognized
within the United States and Italy which shall be designated by the Company and reasonably acceptable to the Subscriber (or as
may otherwise be designated in accordance with the terms of the Escrow Agreement).


 


“Escrow Agreement”
shall mean the agreement in the form of Schedule 1.1(E) of the Share Purchase Agreement to be executed and delivered by the parties
and the Escrow Agent at Closing.


 


“Euticals
Stock” shall have the meaning assigned in the recitals.


 


“Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended.


 


“FCPA”
shall have the meaning assigned in Section 4.(q).


 




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“Fundamental
Representations” shall mean (a) with respect to the Company, the representations and warranties in Sections
4(a) (Existence, Qualification and Power); 4(b) Authorization, Noncontravention); 4(c) (Governmental Authorization);
4(d) (Binding Effect); 4(e) (Capitalization); 4.(i) (Issuance of Company Common Stock); 4(t) (Brokers
and Finders) and (b) with respect to the Subscriber, the representations and warranties in Sections 3.(a) (Existence, Qualification
and Power); 3.(b) (Authorization; Noncontravention); 3.(c) (Governmental Authorization); 3.(d) (Binding Effect);
and 3.(g) (U.S. Securities Law Representations) of this Agreement.


 


“Indemnified
Party” shall mean the Company Indemnitee or the Subscriber Indemnitee, as the case may be.


 


“Indemnifying
Party” shall mean the Company or the Subscriber, as the case may be.


 


“Indemnity
Escrow Account” means a separate account maintained by the Escrow Agent that holds the Indemnity Escrow Amount as a trust
fund for the purpose of the indemnification in accordance with Section 6 of this Agreement according to the Escrow Agreement.


 


“Indemnity
Threshold” shall have the meaning assigned in Section 6.(d)(i).


 


“Intellectual
Property Rights” shall have the meaning assigned in Section 4.(s).


 


“Lien”
shall means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way
or other encumbrance on title, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing); provided that
any operating lease or license, and any filing of a UCC financing statement that is a protective lease filing in respect of an
operating lease and any filings with the governmental authority in respect of any license do not constitute Liens.


 


“Litigation”
means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation,
summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.


 


“Losses”
means any damage, loss, liability or expense (including reasonable expenses of investigation, enforcement and collection and reasonable
attorneys’ and accountants’ fees and expenses in connection with any Litigation and any incidental, indirect or consequential
damages, losses, liabilities or expenses, and any lost profits or diminution in value), whether or not involving a Third Party
Claim.


 


“Period 1
Cap” shall mean, with respect to each of the Company and the Subscriber, €31,000,000.


 


“New York
Convention” shall have the meaning assigned in Section 8.(d)(iii).


 




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“Person”
shall mean any individual, firm, partnership, corporation, trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization, including a government or agency or political subdivision
thereof, and shall include any successor (by merger or otherwise) of such entity.


 


“Revised Cap”
shall have the meaning assigned in Section 6.(d)(ii).


 


“Rights Agreements”
shall have meaning assigned in the recitals.


 


“Rules”
shall have meaning assigned in Section 8.(d)(ii).


 


“SEC”
shall mean the Securities and Exchange Commission, or any successor agency having jurisdiction to enforce the Securities Act.


 


“SEC
Documents” shall mean all reports, schedules, forms, statements and other documents with the SEC required to be filed
by the Company or furnished by the Company since January 1, 2014 (including any items incorporated by reference or attached as
schedules thereto).


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended.


 


“Shares”
shall mean shares of common stock, $0.01 par value per share, of the Company.


 


“Share Purchase
Agreement” shall have the meaning assigned in the recitals.


 


“Stockholders
Agreement” shall have the meaning assigned in the Share Purchase Agreement.


 


“Subscriber”
shall have the meaning assigned in the preamble.


 


“Subscriber
Indemnitees” shall have the meaning assigned in Section 6.(b).


 


“Subsidiary”
shall mean, with respect to the Company or the Subscriber, as applicable, any domestic or foreign corporation, partnership, limited
liability company, association or other business entity of which (i) if a corporation, more than 50% of the total voting power
of stock entitled (other than stock or such other ownership interest having such power only by reason of the happening of a contingency)
to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
or (ii) if a partnership, limited liability company, association or business entity other than a corporation, more than 50% of
the partnership or other similar ownership interests thereof (other than stock or such other ownership interest having such power
only by reason of the happening of a contingency) is at the time owned or controlled, directly or indirectly.


 


“Third Party
Claim” shall have the meaning assigned in Section 6.(d)(v).


 


“Transaction”
shall have the meaning assigned in the recitals.


 


“UKBA”
shall have the meaning assigned in Section 4.(q).


 


“United States”
shall have the meaning assigned in Section 3.(g)(vii).


 




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“U.S. Person”
shall have the meaning assigned in Section 3.(g)(vii).


 


All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned thereto in the Share Purchase Agreement.


 


2.          Issuance
of Shares.


 


(a)          Issuance.
Subject to (i) the terms and conditions hereof, (ii) closing under the Share Purchase Agreement, (iii) receipt by the Subscriber
on the Closing Date of a certificate signed by a duly authorized officer of the Company stating (x) that the representations and
warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing
Date with the same effect as though made at and as of such time (unless such representation and warranty speaks as of an earlier
date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier
date), (y) that the Company shall have in all material respects duly performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing and (z) the total
number of Shares outstanding on the Closing Date prior to giving effect to the issuance of the Consideration Shares, (iv) receipt
by the Company on the Closing Date of a certificate signed by a duly authorized officer of the Subscriber stating (x) that the
representations and warranties of the Subscriber contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date with the same effect as though made at and as of such time (unless such representation and warranty
speaks as of an earlier date, in which case such representation and warranty shall have been true and correct in all material respects
as of such earlier date) and (y) that the Subscriber shall have in all material respects duly performed and complied with all agreements,
covenants and conditions required by this Agreement to be performed or complied with by the Subscriber at or prior to the Closing,
and (v) the Company having delivered to Computershare, N.A., in its capacity as the Company’s transfer agent (“Computershare”),
with a copy to the Subscriber, a letter in the form attached hereto as Schedule A and, as a consequence of such letter from the
Company to Computershare, the Company shall cause Computershare to, and Computershare shall, deliver to the Subscriber a share
balance statement evidencing the fact that the Consideration Shares have been transferred via book-entry format to the Subscriber
on and as of the Closing Date, then the Company shall issue to the Subscriber, and the Subscriber shall subscribe for and receive
from the Company as partial consideration for the Transaction, 7,051,295 Shares issuable pursuant hereto and as contemplated by
Article 5.2(i) of the Share Purchase Agreement (the “Consideration Shares”).


 


(b)          Adjustment
to Shares. (x) If the Company shall, at any time after the date hereof and until the Closing, (i) pay a dividend or make any
other distribution upon any Shares of the Company common stock or any other capital stock of the Company payable in Shares, (ii)
subdivide (by any stock split, recapitalization or otherwise) its outstanding Shares of the Company common stock into a greater
number of Shares of the Company common stock, the number of Shares of the Company common stock to be issued to the Subscriber at
the Closing shall be proportionately increased, and (y) if for any reason there exist any Excess Shares at the Closing, the number
of Consideration Shares issued to the Subscriber at the Closing hereunder shall be decreased by such number of Excess Shares.


 




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3.          Representations
and Warranties of the Subscriber. The Subscriber represents and warrants to the Company, as of the date hereof (unless such
representation and warranty speaks as of another date, in which case such representation and warranty is made as of such date),
as follows:


 


(a)          Existence,
Qualification and Power The Subscriber (a) is duly organized or formed, validly existing and in good standing (to the extent
such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation or organization, (b)
has all requisite corporate or other organizational power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own its assets and carry on its business as presently conducted except to the extent that failure
to possess such governmental licenses, authorizations, consents and approvals would not reasonably be expected to have a material
adverse effect and (ii) execute, deliver and perform its obligations under this Agreement and the Rights Agreements and (c) is
duly qualified and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification or license except to the extent that failure to do so
would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.


 


(b)          Authorization;
Noncontravention. The execution, delivery and performance by the Subscriber of this Agreement and each of the Rights Agreements
(a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action,
and (b) do not and will not (i) contravene the terms of any of the Subscriber’s organization documents, or (ii) conflict
with or result in any breach or contravention of any contractual obligation to which the Subscriber is a party, any Applicable
Law, or any order, injunction, writ or decree of any governmental authority or any arbitral award to which the Subscriber or their
respective property is subject, except in the case of this clause (ii) any such conflict, breach or contravention that would not
reasonably be expected to have, individually or in the aggregate, a material adverse effect.


 


(c)          Governmental
Authorization. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice
to, any governmental authority, is required by or with respect to the Subscriber in connection with the execution and delivery
of this Agreement or the Rights Agreements by the Subscriber or the consummation by the Subscriber of the transactions contemplated
hereby or thereby, except for such filings, authorizations, consents and approvals that if not obtained or made would not have,
individually or in the aggregate, a material adverse effect on the ability of the Subscriber to consummate the transactions contemplated
by this Agreement and the Rights Agreements.


 


(d)          Binding
Effect. This Agreement has been, and each of the Rights Agreements, when delivered hereunder, will have been, duly executed
and delivered by the Subscriber. This Agreement constitutes, and each of the Rights Agreement when so delivered will constitute,
a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally.


 




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(e)          Litigation.
There is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Subscriber,
threatened in writing against the Subscriber, nor is the Subscriber subject to any outstanding order, writ, judgment, injunction
or decree that, in any case, would (i) prevent, hinder or materially delay the consummation of the transactions contemplated by
this Agreement or the Share Purchase Agreement or (ii) otherwise prevent, hinder or materially delay performance by the Subscriber
of any of its respective obligations under this Agreement, the Share Purchase Agreement or the Rights Agreements.


 


(f)          Proceedings.
The Subscriber has not been: (i) subject to voluntary or involuntary petition under the U.S. or foreign federal bankruptcy laws
or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for the Subscriber’s
business or property or that of any partnership of which the Subscriber was a general partner or any corporation or business association
of which the Subscriber was an executive officer; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses) or been otherwise accused of any act of moral turpitude; (iii)
the subject of any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction
permanently or temporarily enjoining the Subscriber or otherwise imposing limits or conditions on the Subscriber’s ability
to engage in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director
of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the SEC to have violated any U.S.
or foreign federal or state commodities, securities or unfair trade practices law.


 


(g)          U.S.
Securities Law Representations.


 


(i)          U.S.
Person.  The Subscriber is not (a) a “U.S. Person”, and (b) acquiring any Consideration Shares for the
account or benefit of a U.S. Person.


 


(ii)         No
U.S. Offer. No offer relating to the Consideration Shares was made to the Subscriber in the United States and, at the time
of execution by the Subscriber of this Agreement and at the Closing, the Subscriber will be organized outside the United States.


 


(iii)        Regulation
S. Unless and until a valid registration statement is available to the Subscriber to resell the Consideration Shares in the
public market, the Subscriber will resell the Shares received as Consideration Shares only in compliance with Regulation S or pursuant
to another available exemption from the registration requirements of the Securities Act.


 


(iv)         No
Hedging. The Subscriber will not engage in hedging transactions with regard to any Shares issued under this Agreement unless
in compliance with the Securities Act.


 




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(v)          Unregistered
Securities. The Subscriber understands that Shares will not, as of the Closing, be registered under the Securities Act, by
reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein
and in the Share Purchase Agreement. The Subscriber understands that the Consideration Shares will be “restricted securities”
under applicable U.S. federal and state securities laws when issued at the Closing.


 


(vi)         Stock
Legend. The Subscriber understands that the Shares and any securities issued in respect of or exchange for such Shares, may
be notated with one or all of the following legends until such time as such Shares or such securities are no longer “restricted
securities” under applicable U.S. federal securities laws as a result of registration under the Securities Act or otherwise:


 


“THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SUCH TRANSFER MAY BE EFFECTED UNLESS IT IS DONE
IN COMPLIANCE WITH REGULATION S OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933.


 


THE SHARES REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”


 


(vii)        For
purposes of this clause: “United States” means the United States of America, its territories and possessions,
any state of the United States and the District of Columbia. For purposes of this clause; “U.S. Person” means:
(a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws
of the United States; (c) any estate of which any executor or administrator is a U.S. Person; (d) any trust of which any trustee
is a U.S. Person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account
or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States; and (h) any partnership or corporation if: (i) organized or
incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person principally for the purpose of investing
in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors
(as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts; provided, however, the following
are not “U.S. Persons”: (a) any discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States; (b) any estate of which any provisional fiduciary acting as executor or administrator
in a U.S. Person if (i) an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion
with respect to the assets of the estate; and (ii) the estate is governed by foreign law; (c) any trust of which any professional
fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole and shared investment discretion with
respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; (d) an
employee benefit plan established and administered in accordance with the law of a country other than the United States and customary
practices and documentation of such country; (e) any agency or branch of a U.S. Person located outside the United States if: (i)
the agency or branch operates for valid business reasons; and (ii) the agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and;
(f) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development
Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension
plans, and any other similar international organizations, their agencies, affiliates and pension plans.


 




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4.          Representations
and Warranties of the Company. Except as otherwise set forth in and as would be required to be set forth in the publicly available
reports, schedules, forms, statements and other documents (other than risk factors or forward looking statements) filed or furnished
by the Company with the SEC since January 1, 2014 (the “Company Public Filings”), the Company hereby represents
and warrants to the Subscriber, as of the date hereof (unless such representation and warranty speaks as of another date, in which
case such representation and warranty is made as of such date), as follows:


 


(a)          Existence,
Qualification and Power. Each of the Company and its Subsidiaries (a) is duly organized or formed, validly existing and in
good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation
or organization, (b) taken as a whole, have all requisite corporate or other organizational power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own their assets and carry on their businesses as presently
conducted except to the extent that failure to possess such governmental licenses, authorizations, consents and approvals would
not reasonably be expected to have a material adverse effect and (ii) execute, deliver and perform their obligations under this
Agreement and the Rights Agreements and (c) are duly qualified and are licensed and in good standing under the laws of each jurisdiction
where their ownership, lease or operation of properties or the conduct of their businesses require such qualification or license
except to the extent that such failures to do so would not, in the aggregate, reasonably be expected to have a material adverse
effect on the Company and its Subsidiaries, taken as a whole.


 


(b)          Authorization;
No Contravention. The execution, delivery and performance by the Company of each of this Agreement and the Rights Agreements
(a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action,
and (b) do not and will not (i) contravene the terms of any of the Company’s or any of its Subsidiaries’ organization
documents or (ii) conflict with or result in any breach or contravention of any contractual obligation to which the Company or
any of its Subsidiaries is a party or any order, injunction, writ or decree of any governmental authority or any arbitral award
to which the Company or any of its Subsidiaries or their property is subject or (iii) violate any law.


 




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(c)          Governmental
Authorization. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice
to, any governmental authority, is required by or with respect to the Company in connection with the execution and delivery of
this Agreement or the Rights Agreements by the Company or the consummation by the Company of the transactions contemplated hereby
or thereby, except for such filings, authorizations, consents and approvals that if not obtained or made would not, individually
or in the aggregate, have a material adverse effect on the ability of the Company to consummate the transactions contemplated by
this Agreement and the Rights Agreements.


 


(d)          Binding
Effect. This Agreement has been, and each of the Rights Agreements, when delivered hereunder, will have been, duly executed
and delivered by the Company. This Agreement constitutes, and each of the Rights Agreements when so delivered will constitute,
a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally.


 


(e)          Capitalization.
As of May 4, 2016, the authorized and outstanding capital stock of the Company consists of (a) 2,000,000 shares of preferred stock,
none of which are outstanding, and (b) 100,000,000 Shares of the Company common stock, of which 35,702,763 Shares are outstanding.
As of the date hereof and as of the Closing Date, (i) there are no options, warrants, securities or instruments convertible into
or exchangeable for, or other rights, agreements, arrangements or commitments relating to, or obligating the Company or any of
its Subsidiaries to issue or sell any Shares of, the capital stock of, or any other interest in the Company (other than this Agreement
and the Rights Agreements), (ii) there have not been any non-cash dividends or in-kind distributions, including dividends or distributions
of assets, property, rights, or options to acquire any assets property or rights of the Company, including securities issued by
or the assets or properties of its Subsidiaries, declared or payable, or (iii) there has not been any issuance of equity securities
(or any instrument exercisable or exchangeable for or convertible into the equity securities) of the Company for consideration
per Share less than $15.5460, whether pursuant to a “shelf takedown” from the Company’s registration statement
on Form S-3 filed with the SEC on December 8, 2014 or otherwise, in the case of this clause (iii), other than (x) any issuance
pursuant to a registration statement on Form S-8 relating to the sale of securities to employees of the Company or a subsidiary
of the Company pursuant to a stock option, stock purchase, or similar equity incentive plan or (y) issuances of equity securities
(or any instrument exercisable or exchangeable for or convertible into the equity securities) for consideration in the aggregate
less than $5,000,000, and in each case of clause (i), (ii) and (iii), except as set forth in the Company Public Filings that are
filed with the SEC prior to the date hereof.


 


(f)          SEC
Documents.


 


(i)          The
Company has filed the SEC Documents. None of the Company’s Subsidiaries is required to make any filings of SEC Documents.
As of their respective dates of filing, the SEC Documents complied as to form in all material respects with the requirements of
the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable
thereto, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. There are no outstanding comments from the SEC with respect to any SEC Document.


 




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(ii)         The
audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes
thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published
rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. GAAP
(except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of
the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly
present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case
of unaudited quarterly statements, to normal year-end adjustments).


 


(iii)        The
Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act)
to ensure that material information relating to Company, including its consolidated Subsidiaries, is made known to the principal
executive officer and the principal financial officer of Company, and (ii) has disclosed, based on its most recent evaluation prior
to the date hereof, to Company’s outside auditors and the audit committee of the Board of the Company (A) any significant
deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule
13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect Company’s ability to record, process, summarize
and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have
a significant role in the Company’s internal controls over financial reporting.


 


(g)          Exemption
from Registration. Based in part on the representations made and warranties given by the Subscriber in this Agreement and in
the Share Purchase Agreement, the offer and issuance by the Company of the Consideration Shares will be exempt from registration
under the Securities Act.


 


(h)          Short-Form
Registration. The Company qualifies for registration on Form S-3 or any comparable or successor form or forms or any similar
short-form registration.


 


(i)          Issuance
of Company Common Stock. The issuance of the Consideration Shares at the Closing shall have been duly authorized as of the
Closing and, when issued and delivered and paid for as provided herein, the Consideration Shares will be validly issued, fully
paid and non-assessable, free and clear of all Liens, and will not be subject to preemptive rights of the Company.


 




    11


     


    

 


(j)          No
Consent. Except for (a) compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated
thereunder, (b) compliance with the rules and regulations of the NASDAQ and (c) compliance with any applicable blue sky laws, no
material consent or approval of, or filing, license, permit or authorization, declaration or registration with, any governmental
authority, any stock market or stock exchange on which the Shares of Company common stock are listed for trading are necessary
for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and
the consummation by the Company of the transactions contemplated hereunder.


 


(k)          Listing
Compliance. The Company is in compliance with the requirements of the NASDAQ for continued listing of the common stock of the
Company thereon. The Company has taken no action designed to terminate the registration of the common stock of the Company under
the Exchange Act or the listing of the common stock of the Company on the NASDAQ, nor as of the date of this Agreement has the
Company received any written notification that the SEC or the NASDAQ is contemplating terminating such registration or listing.


 


(l)          Litigation.
There is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Company,
threatened in writing against the Company or its Subsidiaries, nor are the Company or its Subsidiaries subject to any outstanding
order, writ, judgment, injunction or decree that, in any case, would (i) prevent, hinder or materially delay the consummation of
the transactions contemplated by this Agreement or the Share Purchase Agreement or (ii) otherwise prevent, hinder or materially
delay performance by the Company of any of its obligations under this Agreement, the Share Purchase Agreement or the Rights Agreements.


 


(m)          Taxes.
The Company and its Subsidiaries, taken as a whole, have timely filed, or caused to be filed, all federal, state, provincial, local
and foreign Tax returns required to be filed, and paid all Taxes owing by it (including in their capacity as a withholding agent),
whether or not shown on any such Tax returns, except Taxes the validity or the amount of which are being contested in good faith
by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves
with respect thereto in accordance with U.S. GAAP. To the knowledge of the Company, there is no pending investigation, Tax audit
or deficiencies of the Company or its Subsidiaries by any taxing authority or proposed Tax assessments against the Company or its
Subsidiaries.


 


(n)          Subsidiaries.
Schedule 4(n) sets forth a complete and accurate list as of the date hereof of all Subsidiaries of the Company and the jurisdiction
of formation of each such Subsidiary.


 


(o)          Investment
Company Act. The Company is not an “investment company” registered or required to be registered under the Investment
Company Act of 1940, as amended.


 


(p)          Compliance
with Law. The Company and its Subsidiaries, taken as a whole, are in compliance with all requirements of law applicable to
them or to their properties. To the knowledge of the Company, neither the Company nor its Subsidiaries nor any of their material
properties or assets are in default with respect to any judgment, writ, injunction, decree or order of any court or other governmental
authority. As of the date hereof, neither the Company nor its Subsidiaries has received any written communication from any governmental
authority that alleges that the Company or its Subsidiaries are not in compliance in any material respect with any law, except
for allegations that have been satisfactorily resolved and are no longer outstanding.


 




    12


     


    

 


(q)          Anti-Corruption
Laws. None of the Company and its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee
or Company or its Subsidiary is aware of or has taken or failed to take any action, directly or indirectly, that has violated the
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the
U.K. Bribery Act 2010 (“UKBA”), or any other applicable anti-corruption laws, including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the
giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA)
or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA,
or to any person, in contravention of the UKBA, or any other applicable anti-corruption laws. The Company, and its Subsidiaries
and their respective Affiliates have conducted their businesses in compliance with the FCPA, the UKBA, and all other applicable
anti-corruption laws and have instituted and will maintain policies and procedures designed to promote and achieve compliance with
such laws and with the representation and warranty contained herein.


 


(r)          Environmental
Matters; Health and Safety Matters.


 


(i)          The
Company and its Subsidiaries, taken as a whole, are not and have not been in violation of any Environmental and Health and Safety
Laws and the operations of the Company and its Subsidiaries at all plants, offices and other working sites are in compliance therewith.


 


(ii)         No
Real Properties (x) have been contaminated by any Hazardous Materials; (y) contain underground storage tanks; or (z) contain any
asbestos containing material, in each case, in a manner that would reasonably be expected to result in material liabilities to
the Company and its Subsidiaries under Environmental and Health and Safety Laws.


 


(s)          Intellectual
Property. The Company and its Subsidiaries, taken as a whole, and, with respect to patents and patent rights, subject to the
knowledge of the Company, own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights, original works of authorship, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and as presently
proposed to be conducted. The Company’s and its Subsidiaries’ Intellectual Property Rights have not expired, terminated
or been abandoned, or are expected to expire, terminate or be abandoned, within six (6) months from the date of this Agreement,
other than resulting from reasonable business judgment of the Company. The Company has no knowledge of any infringement by the
Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought,
or to the knowledge of the Company, being threatened, against the Company or its Subsidiaries regarding their Intellectual Property
Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims,
actions or proceedings. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy,
confidentiality and value of all of their Intellectual Property Rights.


 




    13


     


    

 


(t)          Brokers
and Finders. Except for Nomura Securities International, Inc., there is no investment banker, broker, finder or other intermediary
retained by or authorized to act on behalf of the Company and its Subsidiaries who might be entitled to any fee or commission from
the Subscriber or any of its Subsidiaries or Affiliates upon consummation of the transactions contemplated hereby.


 


(u)          Transactions
With Affiliates. Except as set forth in the Company Public Filings, none of the officers, directors or employees of the Company
or any of its Subsidiaries, to the knowledge of the Company, is presently a party to any transaction with the Company or any of
its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company, any
corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest or
is an employee, officer, director, trustee or partner.


 


5.          Covenant
of the Company. From the date hereof until the earlier of (i) the Closing or (ii) the termination of this Agreement in accordance
with its terms, the Company and its Subsidiaries shall not enter into any definitive agreements for any merger, acquisition or
business combination with an aggregate value of $50,000,000 or more other than the agreements and instruments related to the Share
Purchase Agreement and the transactions contemplated therein and hereunder.


 


6.          Indemnification.


 


(a)          Survival.
The representations and warranties of the Subscriber and the Company contained in or made pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the Closing and for twenty-four (24) months after the Closing; provided
that the Fundamental Representations shall survive the execution and delivery of this Agreement and the Closing for forty-eight
(48) months after the Closing.


 


(b)          Indemnification
by the Company. From and after the Closing, and subject to this Section 6, the Company shall defend, indemnify and hold harmless
each of the Subscriber and its officers, directors, employees, agents, successors and assigns (collectively, the “Subscriber
Indemnitees”) from and against, and pay or reimburse the Subscriber Indemnitees for, any and all Losses resulting from
(i) any inaccuracy in or breach of any representation or warranty (except for an inaccuracy in or breach of Section 4.(i) (Issuance
of Company Stock)) when made or deemed made by the Company in or pursuant to this Agreement, (ii) any inaccuracy in or breach of
Section 4.(i) (Issuance of Company Stock) or (iii) any breach or default in performance by the Company of any covenant or agreement
under this Agreement.


 




    14


     


    

 


(c)          Indemnification
by the Subscriber. From and after the Closing, and subject to this Section 6, the Subscriber shall defend, indemnify and hold
harmless the Company and its officers, directors, employees, agents, successors and assigns (collectively, the “Company
Indemnitees”) from and against, and pay or reimburse the Company Indemnitees for, any and all Losses resulting from (i)
any inaccuracy in or breach of any representation or warranty when made or deemed made by the Subscriber in or pursuant to this
Agreement or (ii) any breach or default in performance by the Subscriber of any covenant or agreement under this Agreement.


 


(d)          Limitations
on Indemnity. The Subscriber and the Company agree, for themselves and on behalf of the Subscriber Indemnitees and the Company
Indemnitees:


 


(i)          Limitations
on Subscriber Indemnities. Except for claims for indemnification for Losses in respect of Fundamental Representations, no Subscriber
Indemnitee will assert any claims for indemnification under Section 6(b) in respect of any Loss incurred or suffered by
such Subscriber Indemnitee until such time as the aggregate of all Losses (including Losses in respect of Fundamental Representations)
that the Subscriber Indemnitees may have under Section 6(b) exceeds €500,000 (the “Indemnity Threshold”),
and then only for the aggregate amount of all Losses in excess of the Indemnity Threshold. The aggregate liability of the Company
in respect of claims for indemnification pursuant to (x) Section 6(b)(i) and (iii) shall never exceed €31,000,000 and
(I) until the date that is 24 months after the Closing Date, shall be limited to the Period 1 Cap and (II) after the date that
is 24 months after the Closing Date and until the date that is 48 months after the Closing Date, shall be limited to the Revised
Cap and (y) Section 6(b)(ii) shall be limited to €109,000,000.


 


(ii)         Limitations
on Company Indemnities. Except for claims for indemnification for Losses in respect of Fundamental Representations,
no Company Indemnitee will assert any claims for indemnification under Section 6(c) in respect of any Loss incurred or suffered
by such Company Indemnitee until such time as the aggregate of all Losses (including Losses in respect of Fundamental Representations)
that Company Indemnitees may have under Section 6(c) together with all “Losses” that the “Indemnified
Party” may have under Article 9.1 of the Share Purchase Agreement (as such terms are defined therein) exceeds the Indemnity
Threshold, and then only for the aggregate amount of all Losses in excess of the Indemnity Threshold. Except for claims for indemnification
for Losses relating to the title to shares (including title to INC Shares) representation and warranty of the Subscriber under
the Share Purchase Agreement (the “SPA Title Representation”), the aggregate liability of the Subscriber in
respect of claims for indemnification pursuant to Section 6(c) together with all “Losses” that the “Indemnified
Party” may have under Article 9.1 of the Share Purchase Agreement (as such terms are defined therein) shall never exceed
€31,000,000, and (I) until the date that is 24 months after the Closing Date, shall be limited to the Period 1 Cap and (II)
after the date that is 24 months after the Closing Date and until the date that is 48 months after the Closing Date, shall be limited
to the Revised Cap. For the avoidance of doubt, the aggregate liability of the Subscriber in respect of the SPA Title Representation
shall be the Price.


 




    15


     


    

 


(iii)        Revised
Cap. For all and any Claim of Indemnity notified by the Indemnified Parties to the Indemnifying Party pursuant to this Agreement
after the date that is 24 months following the Closing Date (the “Adjustment Date”), the Cap shall be reduced
to a “Revised Cap” equal to the greater of (x) €15,000,000.00 and (y) the sum of €15,000,000.00 and
the Carry Over Amount, provided that the Revised Cap shall under no circumstance exceed €31,000,000. For purposes hereof,
“Carry Over Amount” means the aggregate value of Claims for Indemnity made prior to or on the date that is
24 months following the Closing Date which (a) the Indemnifying Party has acknowledged in writing to be due and payable to the
Indemnified Party, but have not been paid prior to the Adjustment Date or (b) have been notified to the Indemnifying Party by
the Indemnified Party in a notice complying with Section 6(d)(iv) below. 


 


(iv)         Claims.
In the event that the Indemnified Party becomes aware of any Loss claim, proceeding or other matter in respect of which the Indemnifying
Party is obliged to indemnify the Indemnified Parties pursuant to this Agreement, the Indemnified Party shall promptly provide
written notice to the Indemnifying Party and, if applicable, the Escrow Agent of such claim, which notice shall state the nature
of the claim, basis for indemnification of such claim, the amount thereof (to the extent known or estimated, which amount shall
not be conclusive of the final amount of such claim), the method of computation thereof (to the extent known or estimated), any
other material details pertaining to such claim and, in the case of a Third Party Claim (as defined below), the basis therefor
and any remedy sought thereunder (collectively, the “Claim of Indemnity”), provided that any delay in giving
such notice shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent of any damages
actually suffered by the Indemnifying Party as a result of such delay.


 


(v)          The
Claim of Indemnity shall specify whether it arises as a result of a claim by a Person against an Indemnified Party (the “Third
Party Claim”) or whether the Claim of Indemnity does not so arise (the “Direct Claim”).


 


(A)         With
respect to any Direct Claim,


 


(1)         Following
receipt of the Claim of Indemnity from the Indemnified Party, the Indemnifying Party shall have thirty (30) Business Days to make
such investigation in connection with the Claim of Indemnity as it considers is reasonably required. For the purpose of such investigation,
the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate
its request of indemnification in respect of the Claim of Indemnity, together with all such other information as the Indemnifying
Party may reasonably request.


 


(2)         If
both parties agree at or prior to the expiration of such thirty (30)-Business Day period (or any mutually agreed upon extension
thereof) to the validity and amount of such Claim of Indemnity, then the Indemnifying Party shall pay to the Indemnified Party
the full agreed upon amount of the Claim of Indemnity, failing which the matter shall be referred to the legal proceedings as provided
for under Section 8.(d) (if in such instance a Company Indemnitee is the Indemnified Party, such amount shall be paid from
the Indemnity Escrow Account or by means of offset against the Promissory Note B).


 




    16


     


    

 


(3)         It
is however further agreed that in any event in which within thirty (30) Business Days from the issuance of a Claim of Indemnity
the Indemnified Party does not receive Indemnifying Party’s written notice formally contesting it, such Claim of Indemnity
shall be deemed as finally agreed and accepted by the Indemnifying Party and such amount shall promptly be paid to the Indemnified
Party (if in such instance the Indemnified Party is a Company Indemnitee, such amount shall be paid by the Escrow Agent out of
the Escrow Account without the need for instruction from the Indemnifying Party or by means of offset against Promissory Note B
regardless of the then-current holder of the Promissory Note B) .


 


(B)         With
respect to any Third Party Claim,


 


(1)         The
Indemnified Party shall properly and diligently defend (when applicable) any such Claim; the Indemnifying Party shall have the
right to participate, and, where possible, join, at the Indemnifying Party’s own cost by counsel or counsels of its election,
in the defense of any such claim.


 


(2)         The
Indemnified Party shall not make or accept any settlement of any Third Party Claim, nor shall make acquiescence thereto nor shall
(to the extent of its ability) without the prior written consent of the Indemnifying Party, which consent shall not be withheld
without reasonable justification.


 


(3)         If
the nature of any Third Party Claim is such that any Indemnified Party is required by any judgment, order, injunction, award, decree,
law or regulation to make a payment to any third party (including public offices and authorities) with respect to the Third Party
Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment
and the Indemnifying Party shall, forthwith upon demand by the Indemnifying Party, reimburse the Indemnified Party for such payment
(which, in instances where the Indemnified Party is a Company Indemnitee, such payment may be made from the Indemnity Escrow Account
or by means of offset against the Promissory Note B). If the amount of any liability of the Indemnified Parties under the Third
Party Claim in respect of which such payment was made, as finally determined, proves to be less than the amount that was paid by
the Indemnifying Party to the Indemnified Party (including amounts paid from the Indemnity Escrow Account or by means of offset
against the Promissory Note B), the Indemnified Party shall, forthwith upon receipt of the difference from the third party, pay
the amount of such difference to the Indemnifying Party.


 




    17


     


    

 


(vi)         Sole
Remedy. Each party agrees that, from and after the Closing, the sole liability and obligations of each party and the sole right,
remedy and entitlement of each party for recovery of any monetary claim with respect to this Agreement (and this Agreement only)
shall be limited to indemnification under this Section 6, and each party hereby waives any and all other statutory and common
law rights and remedies (including other rights of indemnification and contribution) which it now has or may hereafter have, provided
that such waiver shall in no event be construed to prevent such party from seeking specific performance or other equitable relief
or remedies or from bringing an action for actual fraud.


 


(vii)        Escrow.
Notwithstanding anything else herein, the Company Indemnitees shall, subject to the limitations contained in this Section 6,
be entitled to indemnification under this Section 6 only to the extent of amounts available in the Indemnity Escrow Account
or the remaining outstanding principal of Promissory Note B; it being understood that the Indemnity Escrow Account and Promissory
Note B shall be the sole and exclusive source of recovery and remedy of any of the Company Indemnitees with respect to any claim
for indemnification under this Section 6 and, as such, the indemnification obligations, set forth in this Section 6
are non-recourse in all respects to the Subscriber or any current, former or prospective stockholder, investor or limited partner,
other Affiliate or the respective representatives of the Company. The amounts held in the Indemnity Escrow Account and set off
against Promissory Note B shall be applied in the order claims related to the applicable Losses are resolved (i.e., Losses related
to claims resolved at an earlier date will be satisfied before Losses related to claims resolved at a later date).


 


7.          Termination.
Without affecting any other right or remedy available to it, this Agreement shall terminate immediately without further action
from either party if the Share Purchase Agreement is terminated pursuant to Article 2.6 or Article 2.7 of the Share Purchase Agreement.


 


8.          Miscellaneous.


 


(a)          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable
by the parties hereto and their respective successors and permitted assigns, and no term or provision of this Agreement is for
the benefit of, or intended to create any obligations to, any other Person (except for the Indemnified Parties under Section
6). The Subscriber shall not be permitted to distribute or otherwise transfer its Consideration Shares to any Person except
in the manner set forth in the Rights Agreements (including, for the avoidance of doubt, in registered sales and/or private placements
following the Lock-Up Period as provided in the Registration Rights Agreement). Prior to the Closing, this Agreement shall not
be assigned and no rights or obligations hereunder may be transferred by the Subscriber. After the Closing, this Agreement shall
not be assigned and no rights or obligations hereunder may be transferred by the Subscriber except that the Subscriber will be
permitted to assign its rights and obligations to any Permitted Transferee as provided in (and as such term is defined in) the
Rights Agreements (including, for the avoidance of doubt, in connection with private placements as provided in Section 3.01(c)
and 4.01 of the Registration Rights Agreement). This Agreement shall be binding upon a party hereto only upon the manual execution
and delivery (which delivery may be by telecopy or facsimile or electronic mail) of a signature page to a counterpart hereto.


 




    18


     


    

 


(b)          Amendment;
Waiver. This Agreement may be amended only by an agreement in writing executed by all parties hereto. A party may waive in
whole or in part any benefit or right provided to it under this Agreement, such waiver being effective only if contained in a writing
executed by the waiving party. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon breach thereof shall constitute a waiver of any
such breach or of any other covenant, duty, agreement or condition, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


 


(c)          Headings.
The heading references herein are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions
hereof.


 


(d)          Governing
Law; ICC Arbitration.


 


(i)          This
Agreement and the rights and obligations hereunder shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Delaware, without giving effect to the conflict of laws rules thereof.


 


(ii)         Any
dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement or the transactions contemplated
hereunder, including with respect to the formation, applicability, performance, breach, termination, validity or enforceability
thereof, shall be fully and finally settled by arbitration. The arbitration shall be conducted by three (3) arbitrators, in accordance
with the Rules of Arbitration of the International Chamber of Commerce (“Rules”) in effect at the time of the
arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be
New York, New York, USA and it shall be conducted in English, provided that either party may submit testimony or documentary evidence
in any language if it furnishes, upon the request of the other party, a translation into English of any such testimony or documentary
evidence. The arbitrators shall determine questions of arbitrability and jurisdiction and shall be empowered to grant interim relief.


 


(iii)        The
arbitration award shall be final and binding on the parties. The parties undertake to carry out any award without delay and waive
their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition
and Enforcement of Foreign Arbitral Awards of 1958 (the “New York Convention,” which shall govern the arbitration
and enforcement of any arbitral award) insofar as such waiver can validly be made. The parties agree to the exclusive jurisdiction
of the federal courts located in New York County, New York for purposes of enforcing this section, and any arbitral award, in accordance
with the New York Convention. The parties agree to personal jurisdiction in said courts for such purposes and irrevocably waive
any defense on the basis of forum non conveniens, lack of jurisdiction or improper venue in regard to any such proceedings
brought in the federal courts located in New York County, New York.


 




    19


     


    

 


(iv)         The
claimant shall nominate an arbitrator in its request for arbitration. The respondent shall nominate an arbitrator within thirty
(30) days of the receipt of the request for arbitration. The two arbitrators shall nominate a third arbitrator within thirty (30)
days after the nomination of the second arbitrator. The third arbitrator shall act as chair of the tribunal. If any of the three
arbitrators is not nominated within the time prescribed above, then the International Court of Arbitration of the International
Chamber of Commerce shall appoint that arbitrator.


 


(v)          In
order to facilitate the comprehensive and efficient resolution of related disputes, and upon request of any party to the arbitration
proceeding, the arbitration tribunal may consolidate the arbitration proceeding with any other arbitration proceeding relating
to this Agreement or to the Share Purchase Agreement, Registration Rights Agreement or Stockholders Agreement. The arbitration
tribunal shall not consolidate such arbitrations unless it determines that (i) there are issues of fact or law common to the two
(2) proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party would be
unduly prejudiced as a result of such consolidation through undue delay or otherwise.


 


(vi)         Notwithstanding
anything to the contrary in this Agreement, a Party may make a request to a court of competent jurisdiction or pursuant to the
Rules for interim or emergency measures necessary to preserve the party’s rights, including pre-arbitration attachments or
injunctions. A request for such interim relief to a court shall not be deemed incompatible with, or a waiver of, this agreement
to arbitrate. Each of the parties hereto recognizes and agrees that money damages may be insufficient and, therefore, in the event
of a breach or threatened breach of any provision of this Agreement the aggrieved party, in addition to any other remedy which
may be available to such party at law or in equity, will be entitled to seek specific performance and injunctive relief, without
posting bond or other security, and without the necessity of proving actual or threatened damages, which remedy such damaged party
will be entitled to seek in any court of competent jurisdiction.


 


(vii)        All
disputes under this Agreement shall be kept confidential. In any arbitration proceeding, the arbitrators shall take all measures
necessary for the protection of Confidential Information. All proceedings and any award and any information obtained from another
party in connection with the arbitration shall be deemed Confidential Information subject to Article 13 of the Share Purchase Agreement;
provided that the parties further agree that such Confidential Information may be disclosed to the extent necessary to enforce
any award or enforce this Agreement to arbitrate, provided, further, that the parties agree to take all reasonable measures to
protect the confidentiality of the proceedings and the disclosure of any Confidential Information in connection therewith, including
to file all papers under seal.


 




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(viii)      The
arbitrators shall have the power to make an award allocating the costs and expenses of the arbitration between the parties, including
reasonable legal fees and other costs of legal representation. Any award shall be determined and payable in Euros. For the avoidance
of doubt, the remedies that may be awarded by the arbitrators hereunder are limited as specifically set forth in Section 6 of this
Agreement.


 


(e)          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same Agreement.


 


(f)          Notices.
Any notice or other communication to be given hereunder shall be in writing in the English language and signed by or on behalf
of the party giving it and may be served by sending it by email, fax, delivering it by hand or sending it by registered mail return
receipt requested to the address and for the attention of the relevant party as set out below:


 


	
        

        (a)
	Party:	Company
	 	 	 
	 	Address:	200 West Street, 4th Floor, Waltham, MA 02451
	 	
        Email: 
	lori.henderson@amriglobal.com
	 	 	 
	 	Telephone No.:	(781) 672-4535
	 	 	 
	 	Attn. of:	Lori M. Henderson, Senior Vice President, General Counsel and Head of Business Development 
	 	 	 
	 	With a copy to (which shall not constitute notice):	Goodwin Procter LLP 
	 	 	 
	 	Attn. of:	Danielle M. Lauzon
	 	 	 
	 	Address:	53 State Street, Boston, MA 02109, or if after June 24, 2016, 100 Northern Avenue, Boston, MA 02210 
	 	
        Email: 
	dlauzon@goodwinprocter.com
	 	 	 
	 	Telephone No.:	(617) 570-1000
	 	 	 
	 	Facsimile No.:	(617) 523-1231



 






    21


     


    

 


	
        

        (b)
	
        

        Party:
	
        

        Subscriber

	 	 	 
	 	Address:	
        Lauro Cinquantasette S.p.A

        Via del Lauro, 7 - 20131 Milano

	 	
        Phone:

         

        Facsimile No.:
	+39-02-96953394

+39-02-8995221

+39-02-869522522 
	 	 	 
	 	Attn. of:	Chief Financial Officer
	 	 	 
	 	With a copy to (which shall not constitute notice):	Debevoise & Plimpton LLP 
	 	 	 
	 	Attn. of:	Maurizio Levi-Minzi
	 	 	 
	 	Address:	
        919 Third Ave.,

        New York, NY 10022

	 	
        Email:

        Telephone No.:

        Facsimile No.:
	
        mleviminzi@debevoise.com

        (212) 909-6306

        (212) 909-6836 



 


(g)          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party
hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.


 


(h)          Integration.
This Agreement and the Share Purchase Agreement and the other transaction documents contemplated in this Agreement and the Share
Purchase Agreement, including the Rights Agreements, constitute the entire agreement among the parties with respect to the subject
matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties hereto
with respect to the subject matter hereof and thereof.


 


(i)          Further
Assurances. Each party shall use all reasonable best efforts to take or cause to be taken all actions, and to do or cause to
be done all other things, that are necessary, proper or advisable in order for such party to fulfill and perform its respective
obligations in respect of this Agreement and the Rights Agreements to cause the conditions to its respective obligations set forth
in each therein, as applicable, to be fulfilled and otherwise to consummate and make effective the transactions contemplated hereby
and thereby.


 


(j)          Other
Agreements. Nothing contained in this Agreement shall affect or prejudice in any manner the rights, obligations and remedies
of either party under other agreements or documents entered into in connection with the Transaction, including but not limited
to, the Share Purchase Agreement, the Rights Agreements and other agreements contemplated thereby.


 


[Signature Page
Follows]


 




    22


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Subscription Agreement as of the date first written above.


 





	 	ALBANY MOLECULAR RESEARCH, INC.
	 	 	 
	 	By:	/s/ Lori Henderson
	 	Name:	Lori Henderson
	 	Title:	General Counsel, Senior Vice President and Secretary




 





[Signature Page to Subscription Agreement]




 




     


    


    

 





	 	LAURO CINQUANTASETTE S.P.A.
	 	 	 
	 	By:	/s/ Maurizio Bottinelli
	 	Name:	Maurizio Bottinelli
	 	Title:	Director




 





[Signature Page to Subscription Agreement]




 




     


    


    

 


Schedule A


 


Form of Letter to Computershare


  



     


     


    




 





Executive Version


 


[●], 2016


 


Computershare Trust Company,
N.A.


8742 Lucent Blvd., Suite
225


Highlands Ranch, CO 80129


[Contact Person]


 


Re: Issuance of shares of
Albany Molecular Research, Inc.


 


Dear [●]:


 


In connection with the acquisition
of Prime European Therapeuticals S.p.A. – Euticals (“Euticals”) by Albany Molecular Research Inc. (the “Company”),
the Company hereby instructs Computershare Trust Company, N.A., as transfer agent for the Company, to take the necessary steps
to issue the shares of Common Stock of the Company as indicated in Exhibit A attached hereto in book entry form-restricted
accounts (the “Shares”). The effective date of the issuance shall be [●], 2016. The Shares shall bear the restrictive
legends set forth on Exhibit B attached hereto, to be removed only upon the receipt of an opinion of counsel that such restricted
legends can be removed.


 


Please debit the Company’s
“Unallocated” shares for a total of [●] shares and post this transaction on [●], 2016.


 


The Company hereby instructs
Computershare to treat this instruction letter as irrevocable and to carry out the actions referenced in this instruction letter
without regard to any subsequent communications that Computershare may receive from the Company.  Lauro Cinquantasette S.p.A.
is an express third party beneficiary of this letter, authorized by the Company to enforce it in accordance with its terms.


 


Additionally, please immediately
forward to the attention of counsel to the Company, Qing Nian at Goodwin Procter LLP, by email PDF copies of the book entry account
evidencing the shares issued to the person listed on Exhibit A hereto. Ms. Nian’s email is qnian@goodwinprocter.com.


 


If you have any questions
regarding this request, please contact Qing Nian at (617) 570-8707.


 


[remainder of page
intentionally left blank]


 




     


     


    

  


Sincerely,


 


	ALBANY MOLECULAR RESEARCH, INC.	 
	 	 
	By:	 	 
	Name:	 
	
        Title: 
	


 


[Signature Page to Instruction
Letter]


 




     


     


    

  


Exhibit A


 


	Name	 	Address	 	Tax Identification

Number	 	Number of Shares

of Common Stock 
	 	 	 	 	 	 	 
	Lauro Cinquantasette S.p.A.	 	
        Via Del Lauro n.7

        20121

        Milan, Italy
	 	[●]	 	[●]


 




     


     


    

 


Exhibit B


 


LEGEND required.


 


THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SUCH TRANSFER MAY BE EFFECTED UNLESS IT IS DONE IN COMPLIANCE
WITH REGULATION S OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT OF 1933.


 


THE SHARES REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AND LOCK-UP
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 





 






     


     


    

 


Schedule 4(n) 


 


Company Subsidiaries


 





	Subsidiary	 	Jurisdiction of Formation
	AMRI Bothell Research Center, Inc.	 	Delaware, USA
	AMRI Burlington, Inc.	 	Massachusetts, USA
	AMRI Rensselaer, Inc.	 	Delaware, USA
	AMRI SSCI, LLC	 	Delaware, USA
	ALO Acquisition, LLC	 	Delaware, USA
	OSO Biopharmaceutials Manufacturing, LLC	 	Delaware, USA
	Cedarburg Pharmaceuticals, Inc.	 	Delaware, USA
	INB: Hauser Pharmaceutical Services, Inc.	 	Delaware, USA
	Cedarburg Generics, LLC	 	Wisconsin, USA
	Whitehouse Analytical Laboratories, LLC	 	New Jersey, USA
	Albany Molecular Research Spain, S.L.U.	 	Spain
	Gadea Grupo Farmaceutico, S.L.	 	Spain
	Crystal Pharma, S.A.	 	Spain
	Crystal Pharma, Ltd.	 	Malta
	Gadea Biopharma, S.L.	 	Spain
	Bioraw, S.L.	 	Spain
	Bionice, S.L.	 	Spain
	Albany Molecular Research (Glasgow) Limited	 	United Kingdom
	Albany Molecular Research Limited	 	United Kingdom
	Albany Molecular Research (UK) Limited	 	United Kingdom
	Albany Molecular Luxembourg S.à r.l.	 	Luxembourg
	Albany Molecular Research Mauritius Pvt. Ltd.	 	Mauritius
	AMRI India Pvt. Ltd.	 	India
	FineKem Laboratories Pvt. Ltd.	 	India
	Albany Molecular Research Hyderabad Research Centre Pvt. Ltd.	 	India
	Albany Molecular Research Singapore Research Centre, Pte. Ltd.	 	Singapore
	Evergreen S.r.l.	 	Italy