On February 29, 2024, Eagle Pharmaceuticals, Inc., entered into a Second Amendment to Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which amends the terms of (i) the Company?s Third Amended and Restated Credit Agreement, dated as of November 1, 2022 and (ii) the Limited Waiver and First Amendment to Third Amended and Restated Credit Agreement, dated as of January 12, 2024 (the ?First Amendment Agreement?). The Original Credit Agreement as amended by the First Amendment Agreement is referred to herein as the ?Credit Agreement,? and the Credit Agreement as amended by the Second Amendment Agreement is referred to herein as the ?Amended Credit Agreement.

As previously disclosed in the Company?s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 16, 2024, incorporated by reference herein, the Company, the Agent and the Lenders entered into the First Amendment Agreement, which provided a waiver of defaults and events of default that occurred and were continuing under Original Credit Agreement at such time. Pursuant to the Credit Agreement and the First Amendment, (i) the Company is required to deliver to the Agent and the Lenders, by not later than March 30, 2024, annual audited financial statements for the fiscal year ended December 31, 2024, reported on by the Company?s independent public accountant (without a ?going concern? or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries in accordance with GAAP (the ?Annual Financial Statement Requirement?), (ii) the Company is required to deliver to the Agent and the Lenders, by not later than February 29, 2024, (a) restated quarterly financial statements for the fiscal quarter ended June 30, 2023 and (b) quarterly financial statements for the fiscal quarter ended September 30, 2023, in each case with respect to this clause (ii), certified by one of its officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries in accordance with GAAP for the respective quarter (this clause (ii), the ?Quarterly Financial Statement Requirement?

and together with the Annual Financial Statement Requirement, the ?Financial Statement Requirement?) and (iii) until the Quarterly Financial Statement Requirement has been satisfied, (a) availability under the Credit Agreement is reduced from $100 million to $50 million, (b) the Company is not permitted to utilize any negative covenant flexibility that is based on a pro forma compliance with any of the Fixed Charge Coverage Ratio, Senior Secured Net Leverage Ratio and/or the Total Net Leverage Ratio test (each as defined in the Credit Agreement), which restricts the Company?s flexibility to, among other things, incur certain additional indebtedness, complete certain corporate transactions, including certain acquisitions and dispositions, or make certain additional restricted payments and (c) compliance with the minimum liquidity covenant is waived (the restrictions described in this clause (iii), the ?Temporary Restrictions?). Pursuant to the terms of the Second Amendment Agreement, (i) the delivery deadline with respect to each Financial Statement Requirement has been extended to May 13, 2024 and (ii) the Temporary Restrictions have been revised to continue until the Company has satisfied the Annual Financial Statement Requirement in addition to the Quarterly Financial Statement Requirement. Pursuant to the terms of the Amended Credit Agreement, failure to timely satisfy the Financial Statement Requirement will result in an event of default.

During the continuance of an event of default, the Agent may, with the consent of the required lenders, and shall, at the request of the required lenders, by notice to the Company, terminate undrawn commitments, declare the loans then outstanding to be due and payable in full and/or exercise other remedies available to it, among other things. In addition, the Company?s obligations under the Amended Credit Agreement are secured by a pledge of substantially all of the Company?s assets. If the Company is unable to pay its obligations, the Agent on behalf of the lenders could proceed to protect and enforce their rights under the Amended Credit Agreement, including by foreclosure on the assets securing the Company?s obligations under the Amended Credit Agreement.

The foregoing would materially and adversely affect the Company?s business and financial condition. There can be no assurance that the Company will be able to satisfy the Financial Statement Requirement on the required timing or at all, or comply with the terms of the Second Amendment Agreement and the Amended Credit Agreement. The foregoing descriptions of the Second Amendment Agreement, the First Amendment Agreement and the Original Credit Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of the Second Amendment Agreement, the First Amendment Agreement and the Original Credit Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K, Exhibit 10.1 to the Company?s Current Report on Form 8-K filed on January 16, 2024, and Exhibit 10.1 to the Company?s Current Report on Form 8-K filed on November 3, 2022, respectively.