AMRX Amneal Pharmaceuticals Inc

Amneal Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

03168L105

(CUSIP Number)

Chirag Patel c/o McCabe Heidrich & Wong, PC Attention: Christine Krentz 4 Gatehall Drive Parsippany, NJ 07054-4513 (949) 409-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2024

(Date of Event which Requires Filing of this Statement)

1	NAMES OF REPORTING PERSONS
	Chirag Patel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			21,835,007
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			21,835,007
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,835,007
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.1%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 5.

Interest in Securities of the Issuer

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Chirag Patel			21,835,007				7.1				21,835,007				0				21,835,007				0

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

CUSIP No. 03168L105

EXHIBIT 5

Modified from UBS Form

UBS FINANCIAL SERVICES INC.

A C C O U N T   C O N T R O L   A G R E E M E N T

This Agreement is between UBS Financial Services Inc. (“UBSFS”), the party or parties signing this Agreement as Client where indicated below (together and individually, “Client”), UBS AG Stamford Branch, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as calculation agent (in such capacity, together with its successors and assigns, the “Calculation Agent” and together with the Administrative Agent, the “Agents”), each of the Lenders (as defined below) listed from time to time on Schedule A hereto, as collateral agent for itself, the Agents and its Agented Lenders (as defined in the Margin Loan Agreement referred to below) (each such Lender listed on Schedule A, in such capacity as collateral agent, referred to individually as a “Secured Party” and, collectively, as the “Secured Parties”).

“Accounts” shall mean, collectively, each of the accounts (together with any successor or replacement accounts thereof, each, an “Account”) listed on Annex I to this Agreement (as the same may be redesignated, renumbered, or otherwise modified), each of which has been established and maintained by UBSFS hereunder in the name of the Client. UBSFS has established each of the above-referenced Accounts as a “securities account,” (a “Securities Account”) within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (“UCC”). Any reference to a “Secured Party’s Account” shall mean the Account identified opposite the name of such Secured Party.

“Collateral” for purposes of this Agreement shall mean all Accounts, together with all cash, securities, securities entitlements, financial assets, investment property and other assets held in, credited

to or carried in each Account from time to time (including all the Pledged Shares credited to such Account), and the proceeds thereof held in, credit to or carried therein. Any reference to (i) a “Secured Party’s Collateral” shall mean Collateral held in, credited to or carried in such Secured Party’s Account and (ii) a “Secured Party’s Account and Collateral” shall mean such Secured Party’s Account and such Secured Party’s Collateral.

“Depository” shall mean DTC or any other depository, book-entry system or clearing agency (and their respective successors or assigns) authorized to act as a securities depositary or clearing agency pursuant to applicable law and identified to Client from time to time, and approved by the Secured Parties.

“Hague Securities Convention” shall mean the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, as in effect on the date hereof in the United States of America as a Contracting State (as defined therein).

“Joinder Agreement” shall have the meaning assigned to such term in Section 12. “Lenders” shall have the meaning set forth in the definition of “Margin Loan Agreement”. “New Secured Party” shall have the meaning assigned to such term in Section 12.

“Margin Loan Agreement” shall mean the Margin Loan Agreement dated as of the date hereof, by and among the Client, as a borrower, the other borrowers party thereto, the lenders party thereto from time to time (collectively, the “Lenders”), the Administrative Agent and the Calculation Agent, as the same may be amended, restated, amended and restated or otherwise modified from time to time.

“Security Agreement” shall mean the Pledge and Security Agreement dated as of the date hereof, by and among the Client, as a pledgor, the other pledgors party thereto, the Agents and the Secured Parties.

“Termination Notice” shall have the meaning assigned to such term in Section 12.

Any capitalized term used but not defined herein shall have the meaning given to such term in the Margin Loan Agreement or the Security Agreement (collectively, the “Margin Loan Documents”), as the context shall require.

WHEREAS, pursuant to the Security Agreement, Client has granted each Secured Party, for the benefit of itself, its Agented Lenders and the Agents, a security interest in all of its right, title and interest in such Secured Party’s Account and Collateral; and

WHEREAS, Client, UBSFS, the Agents and the Secured Parties are entering into this Agreement to provide for the control of each Secured Party’s Account and Collateral, and to perfect each Secured Party’s security interest in such Secured Party’s Account and Collateral (for the benefit of itself, its Agented Lenders and the Lenders);

NOW THEREFORE, the parties hereby agree as follows:

number set forth in Annex I hereto, (ii) except for the claims and interests of each Secured Party in such Secured Party’s Account and claims and interests of the Client in each Account, and except for any claim in favor of UBSFS permitted under Section 3, UBSFS does not know of any claim to or interest in the Accounts. The parties agree and acknowledge that on or after the execution of this Agreement by UBSFS, the title of Accounts may be modified to reflect that Client has granted each Secured Party a security interest in such Secured Party’s Account and Collateral, and (iii) UBSFS will credit to each Secured Party’s Account all proceeds received by it with respect to such Secured Party’s Collateral (unless otherwise directed by such Secured Party). UBSFS makes no representation or warranty, and shall have no responsibility or liability, with respect to the effectiveness of the Security Agreement or this Agreement in granting or perfecting any Secured Party’s security interest in such Secured Party’s Collateral.

in any Account or any free credit balance in any Account, except for liens, encumbrances, claims and rights of setoff for the payment of UBSFS customary fees and commissions pursuant to its agreement with Client, for the payment for financial assets purchased for any Account and/or for the delivery of financial assets liquidated for any Account. UBSFS will not agree with any third party that UBSFS will comply with entitlement orders concerning any Secured Party’s Account or Collateral originated by such third party without the prior written consent of such Secured Party.

or revocation of same, at the same time that it provides Client and UBSFS with such Notice of Exclusive Control (or revocation thereof). Each Secured Party agrees that if an Investment Adviser is identified on the signature page of this Agreement, no Notice of Exclusive Control shall be effective as between UBSFS and the Secured Parties unless and until such Secured Party has provided a copy of any Notice of Exclusive Control to such Investment Adviser. Notwithstanding the foregoing, however, Client agrees that UBSFS shall have no obligation to comply with entitlement orders or other directions originated by Client or its representatives (including such Investment Adviser) following UBSFS’ receipt of a Notice of Exclusive Control, irrespective of whether a copy of such Notice of Exclusive Control has been provided to Investment Adviser in accordance with this paragraph.

a Secured Party in connection with such Secured Party’s Account is deemed to be an Instruction of Client, and is, therefore, subject to any and all terms and conditions of the UBSFS account agreement(s) applicable to such Account and, if applicable, any related account management agreements between Client and either UBSFS or its affiliates, except to the extent otherwise provided herein.

executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof. No amendment, modification or (except as otherwise specified in Section 10) termination of this Agreement, nor any assignment of any rights hereunder (except to the extent contemplated under Section 10), shall be binding on any party hereto unless it is in writing and is signed by each of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought. Each individual executing this Agreement below on behalf of each Secured Party and Agents represents and warrants that he/she is duly authorized to do so on behalf of such Secured Party or Agents. The parties agree and acknowledge that financial advisors are not authorized to execute this Agreement on behalf of UBSFS and that to the extent that the financial advisor of record for the Accounts, or any other financial advisor, purports to execute the Agreement on behalf of UBSFS, the Agreement will not be effective or otherwise binding upon UBSFS. In connection with any assignment of loans pursuant to the Margin Loan Agreement to any person who is not an existing Secured Party, such assignee (other than an assignee that elects to remain an Agented Lender in accordance with the Margin Loan Agreement) shall execute and deliver to Client, UBSFS and each Agent a joinder agreement to this Agreement in substantially the form attached hereto as Exhibit A (each, a “Joinder Agreement”), and upon execution and delivery thereof such person (each, a “New Secured Party”) shall be a “Secured Party” for all purposes under this agreement, and to the extent any additional Account is established in connection with a New Secured Party as provided in Section 2(e), Annex I of this Agreement shall be amended to reflect the addition of such Account and Schedule A shall be amended to include the reference to such New Secured Party. In connection with terminating a single Secured Party as party to this Agreement as set forth in Section 10, such termination of such Secured Party shall occur upon such Secured Party executing and delivering to Client, UBSFS and each Agent a termination notice in substantially the form attached hereto as Exhibit B (each, a “Termination Notice”), and upon such execution and delivery (i) such Secured Party shall no longer be a party to this Agreement, (ii) Schedule A shall be amended to delete the reference to such Secured Party, (iii) Annex 1 shall be amended to delete the reference to such Secured Party and such Secured Party’s Account Information and (iv) UBSFS shall only follow the Instructions of the Client with respect to such Secured Party’s Account.

Attn: Williams Lea - Subpoenas or SH-Legal-Account_Restrictions@ubs.com. Any party may change its address for notices in the manner set forth above.

IN WITNESS WHEREOF, the parties have signed this Agreement, or caused it to be signed on their behalf by their duly authorized representatives, as of the date indicated below.

IN WITNESS WHEREOF, the parties have signed this Agreement, or caused it to be signed on their behalf by their duly authorized representatives, as of the date indicated below.

Exhibit A to

Account Control Agreement

Joinder Agreement

_________________, 20[  ]

Pursuant to this joinder agreement (this “Agreement”), the undersigned, as collateral agent for itself, its Agented Lenders and the Agents (in such capacity, the “New Secured Party”), hereby agrees to be bound as a Secured Party for purposes of the Collateral Account Control Agreement, dated as of October 29, 2024 (as may be amended, amended and restated, restated, modified or otherwise supplemented from time to time, the “Control Agreement”; capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Control Agreement), by and among Chirag Patel (“Client”), UBS AG Stamford Branch., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as calculation agent (in such capacity, together with its successors and assigns in such capacity, the “Calculation Agent” and, together with the Administrative Agent, the “Agents”), UBS Financial Services Inc., as custodian (in such capacity, together with its successors and assigns in such capacity, the “UBSFS”) and each of the Secured Parties from time to time party thereto. Each of the undersigned signing a counterpart to this Agreement hereby agrees and acknowledges that such New Secured Party shall constitute a Secured Party for all purposes under the Control Agreement. In furtherance of the foregoing, UBSFS shall comply with all Instructions, including without limitation, all entitlement orders and instructions directing the disposition of funds, in each case, originated by such New Secured Party with respect to such New Secured Party’s Account(s) identified on Annex I hereto, without further consent of Client or any other person (including any other Secured Party). The New Secured Party identified on Schedule A hereto shall be a “Secured Party” under the Control Agreement, each of the accounts identified on Annex I hereto shall constitute an “Account” under the Control Agreement and shall be such New Secured Party’s Account. Schedule A, Schedule B and Annex I to the Control Agreement shall be amended, respectively, by adding the information set forth on Schedule A, Schedule B and Annex I of this Joinder Agreement.

[Remainder of page intentionally left blank]

Agreed to as of the date first written above.

	[ASSIGNEE LENDER],
	as a Secured Party
	By:_______________________________
	Name:
	Title:

Acknowledged and agreed to

as of the date set forth above:

Name:

Title:

UBS AG STAMFORD BRANCH ,

as the Administrative Agent and Calculation Agent

Name:

Title:

UBS FINANCIAL SERVICES INC,

as UBSFS

[                        ], as Lender and existing Secured Party,

Schedule A

New Secured Party

[Insert New Secured Party name.]

[Insert New Secured Party contact information, including address, phone number, email and contact person.]

Annex I

New Secured Party Account

[Remainder of page intentionally left blank]

Exhibit B to

Account Control Agreement

Termination Notice

______________, 20[  ]

Pursuant to this termination notice (this “Notice”), the undersigned, as collateral agent for itself, its Agented Lenders and the Agents (in such capacity, the “Terminated Secured Party”), hereby notifies you that Terminated Secured Party is terminated as party to the Collateral Account Control Agreement, dated as of October 29, 2024 (as may be amended, amended and restated, restated, modified or otherwise supplemented from time to time, the “Control Agreement”; capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Control Agreement), by and among Chirag Patel (“Client”), UBS AG Stamford Branch as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as calculation agent (in such capacity, together with its successors and assigns in such capacity, the “Calculation Agent” and, together with the Administrative Agent, the “Agents”), UBS Financial Services Inc., as custodian (in such capacity, together with its successors and assigns in such capacity, the “UBSFS”) and each of the Secured Parties from time to time party thereto. The undersigned hereby agrees and acknowledges that it shall as of the date hereof, no longer constitute a Secured Party for any purposes under the Control Agreement and that the Control Agreement shall terminate with respect to such Person. In furtherance of the foregoing, as of the date hereof, (i) (a) UBSFS shall no longer comply with any entitlement orders and instructions directing the disposition of funds, in each case, originated from the Terminated Secured Party with respect to such Terminated Secured Party’s Account identified on Annex I hereto, and (b) UBSFS may follow any entitlement orders and take instructions directing the disposition of funds originated by the Client with respect to such Terminated Secured Party’s Account and otherwise comply with any Account Agreements between the Client and UBSFS with respect to such Terminated Secured Party’s Account, (ii) the Terminated Secured Party identified on Schedule A hereto shall be deleted from Schedule A to the Control Agreement and not be a “Secured Party” under the Control Agreement, and (iii) each of the accounts identified on Annex I hereto shall be deleted from Annex 1 to the Control Agreement and not constitute an “Account” under the Control Agreement. Schedule A, Schedule B and Annex I to the Control Agreement are hereby amended, respectively, by deleting the information set forth on Schedule A, Schedule B and Annex I of this Agreement as provided herein.

[Remainder of page intentionally left blank]

Agreed to as of the date first written above.

	[ ],
	as a Terminated Secured Party
	By:____________________________________
	Name:
	Title:

Schedule A

Terminated Secured Party

[Insert Terminated Secured Party name.]

[Insert Terminated Secured Party contact information, including address, phone number, email and contact person.]

Annex I

Terminated Secured Party Account

[Remainder of page intentionally left blank]

EXHIBIT 6

Re: The Third Amended and Restated Margin Loan Agreement (as such may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Margin Loan Agreement”) dated as of the date hereof by Chirag Patel, Priti Patel, The Chirag Patel Revocable Trust and The Priti Patel Revocable Trust (each, a “Borrower”, and collectively, the “Borrowers”), UBS AG STAMFORD BRANCH, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as calculation agent (in such capacity, together with its successors and assigns, the “Calculation Agent”), the lenders from time to time party thereto (the “Lenders”).

Ladies and Gentlemen:

In connection with the Margin Loan Agreement and the Security Agreement (as defined therein), the Borrowers are pledging to the Lenders, initially, 17,000,000 shares of Class A common stock of the Issuer, par value of $0.01 per share (such shares, together with any other shares of Amneal Pharmaceuticals, Inc. (the “Issuer”) that may be subject to a security interest granted in and on such shares pursuant to the Security Agreement from time to time, the “Pledged Shares”).

This letter agreement (this “Letter Agreement”) (i) amends and restates the letter agreement dated as of November 7, 2023 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Letter Agreement”), among UBS AG Stamford Branch (being the successor by merger to Credit Suisse AG), the Issuer, and the Borrowers, and (ii) memorializes certain understandings between the Issuer, the

Administrative Agent, the Calculation Agent and the Lenders in connection with the Margin Loan Agreement, the Security Agreement, the pledge of the Pledged Shares (the “Pledge”), and the other transactions contemplated by the Margin Loan Agreement, the Security Agreement, and the other “Loan Documents”, as such term is defined in the Margin Loan Agreement (the “Loan Documents”, and such transactions, collectively, the “Transactions”).

Defined terms used but not defined in this Letter Agreement shall have the meaning ascribed to them in the Third Amended and Restated Stockholders Agreement, dated as of November 7, 2023, by and among Amneal Group (as defined therein), Amneal Pharmaceuticals LLC, Amneal Intermediate Inc. and the Issuer (as such may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Stockholders Agreement”).

The Issuer represents, warrants and agrees with the Lenders as follows (and each Borrower hereby acknowledges and agrees to the following insofar as its rights or obligations are affected):

Lender’s designated brokerage account as “securities entitlements” held by such Lender;

conflicting instructions from any Borrower or, except as required by applicable law, any other party;

If any Lender becomes aware of a change in applicable securities law that might prevent the settlement in Paragraph A.2 above, such Lender may notify the other parties to this Letter Agreement, in which case the parties shall negotiate in good faith to amend this Letter Agreement to account for such change in applicable securities law.

Each Borrower represents and warrants to the Issuer and the Lenders that: (i) such Borrower is entitled to effect the instructions given in this Letter Agreement, and that the entry into this Letter Agreement and the performance thereunder of the parties hereto does and will not breach or violate any of the terms or provisions of the Stockholders Agreement; (ii) such Borrower is not an affiliate of the Lender; (iii) the Margin Loan Agreement constitutes a bona fide extension of credit to such Borrower by the Lenders and such extension of credit is with recourse to such Borrower; (iv) pursuant to the Margin Loan Agreement and other any other agreement with respect to the Transactions, such Borrower retains voting rights with respect to the Pledged Shares prior to any foreclosure upon the Pledged Shares after a default in accordance with the terms of the Transactions.

Each of the parties hereto hereby represent and warrant to each other that:

The parties hereto agree that the Lenders shall not, by reason of this Letter Agreement, the creation of the Lenders’ rights, remedies and powers provided for herein, the exercise of any rights, remedies or powers as provided hereunder or for any other reason, be responsible or liable in any manner or to any extent for the obligations and liabilities of the Borrowers relating to the Stockholders Agreement or any other agreement by or among such parties, whether now existing or hereafter incurred, and all such obligations and liabilities shall at all times and in all events be the responsibilities and liabilities of the Borrowers. Except to the extent Class A Shares constituting Pledged Shares have been sold by a Lender upon foreclosure in accordance with the terms of the Transactions, the Borrowers shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under the Stockholders Agreement or any other agreement, document or other instrument relating to the rights, remedies and powers granted hereunder, all in accordance with the terms and conditions thereof.

All notices and other communications provided for herein (including, for the avoidance of doubt, any Enforcement Notice) shall be in writing and shall be delivered (i) by hand or overnight courier service, mailed by certified or registered mail as follows, or (ii) by electronic mail to the applicable e-mail address, as set forth below.

For purposes of this Letter Agreement, all notices to Lender will be sent to:

Notices and other communications shall be sent by electronic mail and shall be deemed to have been given when received (except that, if not received by 5:00 p.m. (New York City time) on any New York business day, shall be deemed to have been received at the opening of business on the next New York business day).

F.  Additional Borrower Agreements and Acknowledgments

The Borrowers agree to pay all reasonable costs of the Issuer in (i) reviewing, negotiating and executing this Letter Agreement, including costs of outside counsel in an amount of up to $40,000.00, and (ii) complying with and performing their obligations under this Letter Agreement. In addition, in order to induce the Issuer to enter into this Letter Agreement, and in consideration thereof, the Borrowers hereby agree to indemnify, defend and hold the Issuer and their respective managers, officers, directors, and employees (each an “Indemnified Party”) harmless from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable legal fees and disbursements (collectively, “Claims”), which any Indemnified Party may incur as a result of this Letter Agreement, the Pledge, the action or inaction of the Issuer in connection with the Pledged Shares or the Pledge, the action or inaction of any Borrower in connection with the Pledge, or the action or inaction of any Lender, except, in each case, for any claims arising from the gross negligence or willful misconduct by any Indemnified Party. In no event shall the Issuer be liable to the Borrowers for any payment made to or for the benefit of the Lenders in the good faith belief that the payment was being made in accordance with the provisions of this Letter Agreement.

The Borrowers hereby release the Issuer and its respective managers, officers, directors and employees from any claim by any Borrower or any person claiming through any Borrower, whether sounding in tort, contract or otherwise, for any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to income tax liabilities, attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which any such Borrower may become subject, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any Released Claim, as defined in the following sentence. As used herein, “Released Claim” means any claim based on any act or omission to act by the Issuer undertaken at the request or demand of any Lender in connection with this Letter Agreement, the Pledge or the Pledged Shares, except for those acts or omissions arising from the gross negligence of willful misconduct of the Issuer. Each Borrower acknowledges that the Released Claims will arise, if at all, only in the future, and thus by their nature will include claims, rights, demands, causes of action, liabilities or suits that are not known or suspected to exist as of the date of this Letter Agreement. Without limiting the generality of the foregoing, but limited to only the Released Claims, each Borrower waives the rights afforded by any applicable law which may provide that

a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

G.  Miscellaneous

This Letter Agreement shall embody the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein. In the event of any inconsistency or contradiction of any provision of this Letter Agreement with the Stockholders Agreement, this Letter Agreement shall prevail.

Except as set forth above, no alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless it is set forth in writing and signed by a duly authorized representative of each party. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect.

This Letter Agreement shall not create or be construed as creating rights enforceable by any person or entity not a party hereto. No party to this Letter Agreement is or shall be construed to be a fiduciary of any other party hereto. Except as set forth herein, each party shall have no duties or liabilities to the other party, its affiliates or any other person by virtue of this Letter Agreement.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law principles thereof that would defer to or result in the application of laws of another jurisdiction.

This Letter Agreement amends and restates the Existing Letter Agreement but does not constitute, and is not intended to create, a novation or accord and satisfaction.

Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, the City of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Letter Agreement, or the transactions contemplated hereby, and agrees that all claims in respect of any such suit, action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail addressed to the address of such party set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

The parties to this Letter Agreement hereby knowingly, voluntarily and irrevocably waive any right they may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Letter Agreement.

This Letter Agreement is a binding agreement between the parties to this Letter Agreement in accordance with its terms, and has been executed for and on behalf of the undersigned on the day and year first written above. This Letter Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any signature to this Letter Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall become effective for all purposes to the fullest extent permitted by applicable law. No provision of this Letter Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or, in the case of a waiver, by the party against whom the waiver is to be effective.

The provisions, acknowledgments and undertakings of this Letter Agreement shall inure to the benefit of Lender and its successors and assigns permitted under the Transactions.

	Yours very truly,
	UBS AG, STAMFORD BRANCH, as Administrative Agent, Calculation Agent and a Lender
	By:_________________________________
	Name:
	Title:

Accepted and agreed as of the date of this Letter Agreement:

AMNEAL PHARMACEUTICALS, INC., as Issuer

Name: Jason B. Daly

By:	/s/ Jason B. Daly
	Title:  Senior Vice President and Chief Legal Officer