Exhibit 4.1


 


EXECUTION COPY


 


ALBANY MOLECULAR RESEARCH, INC.



STOCKHOLDERS AGREEMENT

 


DATED AS OF JULY 11, 2016


 




     


     


    

 


THIS STOCKHOLDERS AGREEMENT
is dated as of July 11, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation
(the “Company”), Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (“Lauro”),
each stockholder of the Company’s common stock, par value $0.01 per share, set forth on Schedule A, strictly in their
capacity as a stockholder of the Company (the “Stockholders”) and, solely for purposes of Section 5.2,
Mandarin and Lauro 48 (each as defined below).


 


WHEREAS, the Company, Lauro,
and the other persons named therein are parties to that certain Share Purchase Agreement, dated as of May 5, 2016 (as it may be
amended from time to time, the “Share Purchase Agreement”), pursuant to which, among other things, the Company
has purchased and Lauro has sold 100% of the capital stock of Prime European Therapeuticals S.p.A. – Euticals (“Euticals
Stock”), 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;


 


WHEREAS, as partial consideration
for Lauro’s sale of the Euticals Stock pursuant to the Share Purchase Agreement, the Company has issued and sold to Lauro
pursuant to the terms of the Share Purchase Agreement and that certain Subscription Agreement, dated as of May 5, 2016 (as it may
be amended from time to time, the “Subscription Agreement”) a number of shares of common stock, par value $0.01
per share, of the Company as provided for in Section 2 of the Subscription Agreement (“Consideration Shares”);


 


WHEREAS, the Company and
the Stockholders desire to provide Lauro with the right, among other rights set forth herein, to designate the election of one
(1) member of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement;
and


 


WHEREAS, in connection
with the transactions contemplated by the Share Purchase Agreement and the other transaction documents, the parties hereto wish
to enter in this Agreement.


 


NOW, THEREFORE, the parties
agree as follows:


 


1.           Definitions.  
As used in this Agreement, the following terms shall have the meanings indicated below:


 


“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 as of the date on which, or at any time during the period for which, the determination of affiliation
is being made (which, for the avoidance of doubt, definition includes, for Lauro, each of Mandarin and Lauro 48). For the purpose
of this definition, the term “control” (including the terms “controlled by” and “under
common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly
or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


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


 




     


     


    

 


“Applicable Law”
shall mean, 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 and/or other
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.


 


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


 


“Business Combination”
shall have the meaning assigned in Section 5.2.


 


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


 


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


 


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


 


“Consideration
Shares” shall have the meaning assigned in the recitals.


 


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


 


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


 


“Lauro 48”
shall mean Lauro Quarantotto S.p.A.


 


“Lauro Designee”
shall have the meaning assigned in Section 2.1.


 


“Lock-Up Period”
shall have the meaning assigned in the Registration Rights Agreement.


 


“Mandarin”
shall mean Mandarin Capital Partners S.c.a. SICAR.


 


“New York Convention”
shall have the meaning assigned in Section 5.4(c).


 


“Permitted Transferees”
shall have the meaning assigned in the Registration Rights Agreement.


 


“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.


 


“Registration
Rights Agreement” shall mean that Registration Rights and Lock-Up Agreement, dated as of May 5, 2016, by and between
Lauro and the Company.


 




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“Rules”
shall have the meaning assigned in Section 5.4(b).


 


“Sale of the Company”
shall mean (A) a sale (or multiple related sales) or conveyance of all or substantially all of the assets or securities of the
Company to one Person or a group of Persons acting in concert, whether by way of merger, consolidation, recapitalization, reclassification,
reorganization or sale of all or substantially all of the assets or securities, (B) a sale (or multiple related sales) of a subsidiary
or subsidiaries of the Company or all or substantially all of its or their assets if the assets of the subsidiary or subsidiaries
being sold or the assets being sold constitute all or substantially all of the assets of the Company, or (C) a merger or consolidation
of the Company after which the Company’s stockholders own less than 50% of the voting securities of the surviving company
(other than in connection with the sale of voting securities the primary purpose of which is to fund the Company’s operations).


 


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


 


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


 


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


 


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


 


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


 


“Subscription
Agreement” shall have the meaning assigned in the recitals.


 


2.           Voting
Provisions Regarding Board of Directors.


 


2.1           Board
Appointment. On and after the Closing, Lauro shall have the right to select a designee to be elected to the Board (the “Lauro
Designee”), who shall initially be Fernando Napolitano. Any such designee must meet the qualifications for director set
forth in the Company’s organizational documents and corporate governance policies, and must be willing to serve and to comply
with Applicable Law and stock exchange rules, including filing any necessary or advisable reports with, or otherwise submitting
any necessary or advisable information to, the SEC. The Company shall take all such steps as are necessary, subject to Applicable
Law, to cause the election of the Lauro Designee to the Board as a Class II director promptly following the Closing, including
increasing the number of directors constituting the Board to ten (10). Thereafter, upon request from Lauro and subject to Applicable
Law, shall include the Lauro Designee for so long as such individual continues to meet the foregoing requirements, as a Class II
Board nominee (or such other class as the Board may so determine) in proxy materials soliciting stockholder votes in the election
of members of Class II (or such other class as the Board may so determine) of the Board at any annual meeting or special meeting
at which such Class II directors are to be elected, and shall recommend to the Company’s stockholders the election of the
Lauro Designee. Subject to the foregoing, the director nominees to be presented to the stockholders at any annual or special meeting
called for the purpose of electing directors shall be selected by the nominating committee of the Board (it being understood and
agreed that the nominating committee shall be comprised at all times of a majority of independent Directors).


 




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2.2           Failure
to Designate a Board Member. In the absence of any designation from Lauro as specified above, the director previously designated
by it and then serving shall be presented to the stockholders at any annual or special meeting called for the purpose of electing
directors if still eligible to serve as provided herein.


 


2.3           Voting.


 


(a)         From
and after the Closing, each Stockholder agrees to vote (or execute a written consent with respect to), or cause to be voted (or
cause a written consent to be executed with respect to), all Shares owned by such Stockholder, or which such Stockholder has the
right to vote, from time to time and at all times at each annual or special meeting of stockholders at which the election of Class
II directors is held (or pursuant to any consent solicitation) for the Lauro Designee who is nominated for election to the Board
pursuant to Section 2.1, provided that should Lauro request, at any time, that the Lauro Designee be replaced, each
Stockholder shall take any and all actions required, to the extent permissible under Applicable Law and the Company’s organizational
documents and corporate governance policies, to remove the Lauro Designee and appoint the replacement designated by Lauro so long
as such replacement designee meets the requirements provided in Section 2.1.


 


(b)         Lauro
agrees that, from and after the Closing and for so long as Lauro has the right to designate the Lauro Designee, Lauro shall vote
(or execute a written consent with respect to), or cause to be voted (or cause a written consent to be executed with respect to),
all Shares owned by Lauro and its Affiliates, or which Lauro or its Affiliates have the right to vote, from time to time and at
all times at each annual meeting, or special meeting where directors are being elected, of stockholders (or pursuant to any consent
solicitation), for any director nominees recommended for election by the Board.


 


(c)          In
furtherance of Section 2.3(b), from and after the Closing, Lauro shall be, and shall cause each of its Affiliates who own
or are entitled to vote any Shares to be, and each Stockholder shall be, present in person or represented by proxy at all meetings
of stockholders to the extent necessary so that all voting securities of the Company as to which they are entitled to vote shall
be counted as present for the purpose of determining the presence of a quorum at such meeting.


 


2.4           No
Liability for Election of Recommended Directors. No Stockholder shall have any liability as a result of voting for any Lauro
Designee in accordance with the provisions of this Agreement. Neither Lauro nor its Affiliates shall have any liability as a result
of voting for any Board recommended director nominee in accordance with the provisions of this Agreement.


 


3.            Remedies.


 


3.1           Covenants
of Parties. The parties agree to use their respective reasonable best efforts, within the requirements of Applicable Law, to
ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such
actions include, without limitation, the use of the Stockholders’ respective reasonable best efforts to cause the approval
of the issuance of the Consideration Shares, if required, and the nomination and election of the Lauro Designee as provided in
this Agreement and the use of Lauro’s reasonable best efforts to cause the nomination and election of the directors as provided
in this Agreement.


 




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3.2           Irrevocable
Proxy and Power of Attorney. Each Stockholder and Lauro respectively hereby constitutes and appoints as the proxy, and hereby
grants a power of attorney to, the General Counsel of the Company with full power of substitution, with respect to the matters
set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 2
hereof, and hereby authorizes her to represent and vote, if and only if the Stockholder or Lauro (or its Affiliates), as the case
may be, (i) fails to vote, or (ii) attempts to vote (whether by proxy or in person), in a manner which is inconsistent
with the terms of this Agreement, all of such Stockholder’s or Lauro’s (or its Affiliates) Shares in favor of the election
of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement. Each
of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements
and covenants of the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with
an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof.
Each Stockholder and Lauro hereby revokes any and all previous proxies or powers of attorney with respect to the Shares respectively
held or controlled and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4
hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into
a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly
or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with
respect to any of the matters set forth herein


 


3.3           Injunctive
Relief. 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.


 


4.            Term.


 


4.1           Termination
Events. This Agreement shall be effective as of the date hereof and shall continue in effect until, and shall terminate upon,
the earliest to occur of (a) when Lauro’s issued and outstanding stock ownership in the Company falls below 5% of the outstanding
Shares (subject to Section 4.2 below in cases where Lauro’s issued and outstanding stock ownership in the Company
falls below 5% of the outstanding Shares); (b) at any time prior to July 11, 2018, such time as Mandarin and Lauro 48 together
or individually no longer own more than 50% of the equity interest in Lauro; (c) any time from and after July 11, 2018, such time
as Mandarin and Lauro 48 together or individually (i) no longer own more than 35% of the equity interest in Lauro and (ii) no longer
have control (as such term is used in the definition of “Affiliate” herein) of Lauro; (d) the consummation of a Sale
of the Company; and (d) the termination of the Share Purchase Agreement.


 




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4.2           Notification;
Change in Voting Power. From and after the Closing, Lauro agrees to provide the Company with written notice as promptly as
practicable, and in any event within five (5) business days, following any sale or other transfer of Shares, which notice shall
include the aggregate number of Shares held (beneficially or of record) by Lauro following such sale or transfer, and to make any
requisite filings with the SEC in connection with transactions involving Shares. The Company and Lauro agree that, in the event
that Lauro’s issued and outstanding ownership in the Company ceases to be more than 5% of the outstanding Shares for reasons
other than a sale or transfer of Shares by Lauro, no termination of Lauro’s rights and obligations under Section 2
shall occur unless (i) the Company has provided Lauro with written notice that the aggregate ownership percentage of Lauro has
ceased to be more than 5% of the outstanding Shares and (ii) Lauro fails to increase its aggregate ownership percentage to more
than 5% of the outstanding Shares within twenty (20) business days following receipt of such notice (or, in the event that Lauro
is unable to purchase Shares at any time during such twenty (20)-business day period as a result of the application of any applicable
securities laws (including as a result of the possession by Lauro or any of its Affiliates of any non-public information) and Lauro
has provided written notice to the Company during such period of its intention to purchase Shares, the twenty (20)-business day
period following the lapse of any such restrictions). Lauro agrees to provide the Company with written notice as promptly as practicable,
and in any even within one (1) business day, prior to any sale, transfer or other transaction of Mandarin’s and/or Lauro
48’s voting interests in Lauro, which has the effect of causing Mandarin and/or Lauro 48 to (i) prior to July 11, 2018 own,
together or individually, less than a majority of the voting power of Lauro, and (ii) from and after July 11, 2018, cease to control
(as such term is used in the definition of “Affiliate” herein) Lauro.


 


5.            Miscellaneous.


 


5.1           Successors
and Assigns. 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. 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. This
Agreement shall not be assigned by Lauro, and no rights or obligations hereunder may be transferred by Lauro, without the prior
consent of the Company; provided, that Lauro may assign this Agreement to Permitted Transferees; provided, further,
that such Permitted Transferees shall have executed a joinder to, and agreed to be bound by, the obligations of this Agreement,
including the voting and standstill obligations. Notwithstanding anything to the contrary herein, in no event shall Lauro’s
right to designate the Lauro Designee be transferable or assignable to any other Person, whether by contract or operation of law
or any other manner whatsoever.


 




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5.2           Standstill.
For a period of the longer of (x) three (3) years from the date of this Agreement and (y) for so long thereafter as Lauro has the
right to designate the Lauro Designee to the Board pursuant to Section 2, unless otherwise agreed in writing by the Company,
neither Lauro (directly or indirectly) nor any representatives acting on its behalf, nor any of Mandarin, Lauro 48 or their Affiliates
will: (a) propose any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets
or businesses, or similar transactions involving the Company or any recapitalization, restructuring, liquidation or other extraordinary
transaction with respect to the Company; (b) acquire beneficial ownership of more than 19.99% of any securities (including in derivative
form) of the Company except as permitted by this Agreement (any transaction or series of transactions specified in (a) or (b) involving
a majority of the Company’s outstanding capital stock or consolidated assets, is referred to as a “Business Combination”);
(c) propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules
of the SEC) of proxies or consents to vote any securities (including in derivative form) of the Company except in accordance with
this Agreement; (d) nominate any person as a director of the Company except for the Lauro Designee in accordance with the terms
of this Agreement; (e) propose any matter to be voted upon by the stockholders of the Company; (f) directly or indirectly, form,
join or in any way participate in a third party “group” (as such term is used in the rules of the SEC) (or discuss
with any third party the potential formation of a group) with respect to any securities (including in derivative form) of the Company
or a Business Combination involving the Company; (g) request the Company (or any of its officers, directors or representatives),
directly or indirectly, to amend or waive any provision of this Section 5.2 (including this sentence); or (h) take any action
that could require the Company to make a public announcement regarding such potential Business Combination. Notwithstanding the
foregoing, (I) nothing in this Agreement shall limit Lauro’s (or its Permitted Transferees’) rights under the Registration
Rights Agreement, (II) nothing contained in this Section 5.2 shall prohibit Lauro from making confidential, non-public proposals
to the Company for a Business Combination; and (III) the provisions of this Section 5.2 shall terminate and be of no further
force or effect (A) upon the Company’s announcement that it has entered into a definitive agreement for a Business Combination
with a third party or (B) if any Person(s) or “group” publicly announces or commences a tender or exchange offer or
any other offer transaction pursuant to which Shares could be sold that, if successful, would result in such Person or group beneficially
owning more than 35% of the assets or securities of the Company determined as of its most recent quarterly financial statement.


 


5.3           Amendments;
Waiver. This Agreement may be amended only by an agreement in writing executed by all parties hereto (unless such amendment
does not adversely affect the rights of a Stockholder, in which case such Stockholder need not execute such writing). 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.


 


5.4           Governing
Law; ICC Arbitration.


 


(a)          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.


 




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(b)          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 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 any party hereto 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.


 


(c)          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.


 


(d)          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 (2) 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 (3) 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.


 


(e)          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 Subscription 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
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.


 


(f)          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 as provided in Section 3.3. A request for such interim relief to a court shall not be deemed incompatible with,
or a waiver of, this agreement to arbitrate.


 




    	 	8	 



     


    

 


(g)          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.


 


(h)          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 the
Subscription Agreement.


 


5.5           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.


 


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


 


5.7           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
	 	 	 	 
	 	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 Lauzon
	 	 	 	 
	 	Address:	 	100 Northern Avenue, Boston, MA 02210
	 	 	 	 
	 	
        Email:

        Facsimile No.:
	 	
        dlauzon@goodwinprocter.com

        (617) 649-1484



 




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	(b)	Party:	 	Lauro
	 	 	 	 
	 	Address:	 	Lauro Cinquantasette S.p.A Via del Lauro, 7 - 20121 Milano
	 	 	 	 
	 	Facsimile No.:	 	+39-02-869522522
	 	 	 	 
	 	Attn. of:	 	Chief Financial Officer
	 	 	 	 
	 	With a copy to (which shall not constitute notice):	 	Mandarin
	 	 	 	 
	 	Address:	 	
        10, Rue Jans Antoine, L-1820 Luxembourg

        Grand Duchè de Luxembourg

	 	 	 	 
	 	Email:	 	massimolongoni@groupelecta.lu
	 	 	 	 
	 	Attn. of:	 	Mr. Massimo Longoni
	 	 	 	 
	 	Mandarin Advisory Srl	 	 
	 	 	 	 
	 	Address:	 	
        Corso Porta Nuova, 3

        20121 Milan

	 	 	 	 
	 	Email:	 	e.ricotta@mandarincp.com
	 	 	 	 
	 	Attn. of:	 	Mr. Enrico Ricotta
	 	 	 	 
	 	With a copy to (which shall not constitute notice):	 	Lauro 48
	 	 	 	 
	 	Address:	 	
        Lauro Cinquantasette S.p.A

        Via del Lauro, 7 - 20121 Milano

	 	 	 	 
	 	Facsimile No.:	 	+39-02-869522522
	 	 	 	 
	 	Attn. of:	 	Chief Financial Officer
	 	 	 	 
	(c)	Party:	 	Stockholders – See Schedule A.


 




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5.8           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.


 


5.9           Integration.
This Agreement, the Share Purchase Agreement and the other transaction documents contemplated in the Share Purchase Agreement,
including that certain Subscription Agreement and the Registration Rights Agreement, 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.


 


5.10         Manner
of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy or in any other manner permitted
by Applicable Law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference
to the terms of this Agreement.


 


5.11         Further
Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at
the request of any other party, to execute and deliver any further instruments or documents and to take all such further action
as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated
hereby and to otherwise carry out the intent of the parties hereunder.


 


[Signature Page Follows]


 




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


 


	 	ALBANY MOLECULAR RESEARCH, INC.
	 	 	 
	 	By: 	/s/ Lori M. Henderson
	 	Name: Lori M. Henderson
	 	Title: General Counsel, Senior Vice President and Secretary
	 	 
	 	LAURO CINQUANTASETTE S.P.A.
	 	 	 
	 	By:  	/s/ Enrico Ricotta
	 	Name: Enrico Ricotta
	 	Title: Director
	 	 
	 	3-GUTINVER, S.L.
	 	 	 
	 	By:  	/s/ Luis Gerardo Gutierrez Fuentes
	 	Name: Luis Gerardo Gutierrez Fuentes
	 	Title: Sole Administrator
	 	 
	 	Thomas E. D’Ambra Family Trust I u/a/d
	 	2/26/97 f/b/o Abigail D’Ambra
	 	 
	 	By: Bessemer Trust Company of Delaware NA,
	 	as Trustee
	 	 
	 	/s/ Catherine E. Anzalone
	 	Name: Catherine E. Anzalone
	 	Title: Vice President


 


Signature
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	 	Thomas E. D’Ambra Family Trust I u/a/d
	 	2/26/97 f/b/o Agatha D’Ambra
	 	 
	 	By: Bessemer Trust Company of Delaware NA,
	 	as Trustee
	 	 
	 	/s/ Catherine E. Anzalone
	 	Name: Catherine E. Anzalone
	 	Title: Vice President
	 	 
	 	Thomas E. D’Ambra Family Trust I u/a/d
	 	2/26/97 f/b/o Geoffrey D’Ambra
	 	 
	 	By: Bessemer Trust Company of Delaware NA,
	 	as Trustee
	 	 
	 	/s/ Catherine E. Anzalone
	 	Name: Catherine E. Anzalone
	 	Title: Vice President
	 	 
	 	/s/ William S. Marth
	 	William S. Marth
	 	 
	 	/s/ Thomas E. D’Ambra
	 	Thomas E. D’Ambra
	 	 
	 	/s/ Constance M. D’Ambra
	 	Constance M. D’Ambra


 


Signature
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	And solely for the purposes of Section 5.2 of this Agreement:
	 	 
	 	LAURO QUARANTOTTO S.P.A.
	 	 	 
	 	By:  	/s/ Marco Carotenuto
	 	Name: Marco Carotenuto
	 	Title: Chairman


 


	 	MANDARIN CAPITAL PARTNERS SECONDARY S.C.A. SICAR
	 	 
	 	By:	 /s/ Lorenzo Stanca 	 	/s/ Massimo Longoni
	 	Name: Lorenzo Stanca 	 	Massimo Longoni
	 	Title: Directors




 


Signature
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SCHEDULE A


 


STOCKHOLDERS


 


William S. Marth


 


Thomas E. D’Ambra


 


Constance M. D’Ambra


 


Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Abigail
D’Ambra


 


Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Agatha
D’Ambra


 


Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Geoffrey
D’Ambra


 


3-Gutinver, S.L.