truly yours,
EMERGENT BIOSOLUTIONS INC.
By /s/ Richard S.
Lindahl
Name: Richard S. Lindahl
Title: Executive Vice President, Chief Financial Officer and Treasurer
Emergent Devices Inc. (F/K/A ADAPT PHARMA INC.)
CANGENE BIOPHARMA LLC
EMERGENT BIODEFENSE OPERATIONS LANSING LLC
EMERGENT INTERNATIONAL INC.
EMERGENT MANUFACTURING OPERATIONS BALTIMORE LLC
EMERGENT PRODUCT DEVELOPMENT
GAITHERSBURG INC.
EMERGENT TRAVEL HEALTH INC.
By /s/ Richard S.
Lindahl
Name: Richard S. Lindahl
Title: Authorized Signatory
[Signature Page to Purchase Agreement]
CONFIRMED AND ACCEPTED, as of the date first above written:
WELLS FARGO
SECURITIES, LLC
By /s/ Mitch Williams
Authorized Signatory
For itself and as Representative of the Initial Purchasers named in Exhibit A
hereto.
[Signature Page to Purchase Agreement]
EXHIBIT A
INITIAL PURCHASERS
A-1
EXHIBIT B
GUARANTORS
B-1
EXHIBIT C
SIGNIFICANT SUBSIDIARIES OF THE COMPANY
C-1
EXHIBIT D
FORM OF PRICING TERM SHEET
D-1
EXHIBIT E
ISSUER FREE WRITING DOCUMENTS
E-1
EXHIBIT F
FORM OF OPINION AND NEGATIVE ASSURANCE LETTER OF COMPANY COUNSEL
F-1
EXHIBIT G
FORM OF OPINION OF MARYLAND COUNSEL
G-1