Audit Committee

        Our audit committee is currently comprised of Mr. Weiss, Mr. Venkataraman and Mr. Cowan, with Mr. Cowan serving as chairman of the committee. Our board of directors has determined that Mr. Weiss and Mr. Cowan meet the independence requirements of Rule 10A-3 under the Securities Exchange Act (the "Exchange Act") and the applicable rules of the Nasdaq Stock Market and the Companies Act 2014 of Ireland (the "Irish Companies Act"). Our board of directors has determined that Mr. Weiss and Mr. Cowan are each an "audit committee financial expert" within the meaning of the Securities and Exchange Commission (the "SEC") regulations and have "competence in accounting

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or auditing" within the meaning of the Irish Companies Act. We intend to maintain compliance with the audit committee requirements of the Sarbanes-Oxley Act and the governance and listing standards of the Nasdaq Stock Market. Pursuant to such requirements, the audit committee must be composed of at least three members, all of whom must be independent within one year of October 17, 2018, the date of the prospectus used in our initial public offering. Our board of directors has adopted a written charter under which the audit committee operates. A copy of the charter is available on our website.

        The audit committee's primary duties and responsibilities are:

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appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm, and in particular the provision of additional services to each entity covered by the committee;



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pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;



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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;



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monitoring the audit of our financial statements;



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setting policies for our hiring of employees or former employees of our independent registered public accounting firm;



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reviewing our significant risk exposures and assessing the steps that management has taken to monitor and control such exposures in support of the board of directors' activities in overseeing the Company's risk management and mitigation activities;



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reviewing the adequacy of our internal control over financial reporting, including information system controls and security;



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monitoring the effectiveness of our systems of internal control, internal audit and risk management for each entity covered by the committee;



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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;



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reviewing and assessing the adequacy of the committee charter and submitting any changes to our board of directors for approval;



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monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;



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preparing the audit committee report required by the rules of the SEC to be included in our annual proxy statement;



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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions;



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reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts; and



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recommending, based upon the audit committee's review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our annual report on Form 10-K.

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Compensation Committee

        Our compensation committee is currently composed of Mr. Burgstahler, Mr. Sielecki and Mr. Weiss, with Mr. Weiss serving as chairman of the committee. Our board of directors has determined that Mr. Weiss is "independent" as defined under the applicable listing standards of the Nasdaq Stock Market. Our board of directors has adopted a written charter under which the compensation committee operates. A copy of the charter is available on our website.

        The compensation committee's primary duties and responsibilities are:

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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, the officers who report directly to the Chief Executive Officer and all officers who are "insiders" subject to Section 16 of the Exchange Act;



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evaluating the performance of our Chief Executive Officer and such other officers in light of such corporate goals and objectives, and determining and approving or recommending to our board of directors for approval, the compensation of our Chief Executive Officer and such other officers;



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appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;



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conducting the independence assessment outlined in the listing standards of the Nasdaq Stock Market with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;



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annually reviewing and reassessing the adequacy of the committee charter and submitting any changes to our board of directors for approval;



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reviewing and establishing our overall management compensation and our compensation philosophy and policy;



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overseeing and administering our equity compensation and other compensatory plans;



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reviewing and approving our equity and incentive policies and procedures for the grant of equity-based awards and approving the grant of such equity-based awards;



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reviewing and making recommendations to our board of directors with respect to non-employee director compensation; and



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producing a report, if required, on executive compensation to be included in our annual proxy statement or annual report on Form 10-K.

Nominating and Corporate Governance Committee

        Our nominating and corporate governance committee is currently composed of Mr. Markison, Mr. Burgstahler, Mr. Weiss, Mr. Sielecki and Mr. Vergez, with Mr. Burgstahler serving as chairman of the committee. Our board of directors has determined that Mr. Weiss is "independent" as defined in the applicable rules of the Nasdaq Stock Market.

        The nominating and corporate governance committee's primary duties and responsibilities are:

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establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders;



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identifying individuals qualified to become members of our board of directors;



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recommending to our board of directors the persons to be nominated for election as directors and to each of our board's committees;

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developing and recommending to our board of directors a set of corporate governance principles;



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articulating to each director what is expected, including reference to the corporate governance principles and directors' duties and responsibilities;



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reviewing and recommending to our board of directors practices and policies with respect to directors;



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reviewing and recommending to our board of directors the functions, duties and compositions of the committees of our board of directors;



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reviewing and assessing the adequacy of the committee charter and submitting any changes to our board of directors for approval;



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considering and reporting to our board of directors any questions of possible conflicts of interest of members of the board of directors;



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providing for new director orientation and continuing education for existing directors on a periodic basis;



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performing an evaluation of the performance of the committee; and



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overseeing the evaluation of our board of directors.

Our Board's Role in Risk Oversight

        It is management's responsibility to manage risk and bring to the board of directors' attention risks that are material to Osmotica. The board of directors has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Osmotica. The board of directors believes that evaluating the executive team's management of the various risks confronting Osmotica is one of its most important areas of oversight.

        In accordance with this responsibility, the board of directors administers its risk oversight role both directly and through its committee structure and the committees' regular reports at board meetings. The board of directors reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans, cybersecurity, major litigation and other matters that may present material risks to the Company's operations, plans or prospects or to the Company's reputation, acquisitions and divestitures and senior management succession planning. The audit committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, regulatory compliance and compliance with orders and data security. The compensation committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements and has determined that the risks arising from our compensation practices are not reasonably likely to have a material adverse effect on the Company.

Corporate Governance

        Board Independence.     The board of directors evaluates any relationships of each director and nominee with Osmotica and makes an affirmative determination whether or not such director or nominee is independent. Under our Corporate Governance Guidelines, an "independent" director is one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of the Nasdaq Stock Market. Our board of directors reviews any transactions and relationships between each non-management director or any member of his or her immediate family and Osmotica. The purpose of this review is to determine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a

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determination that the director was independent. As a result of this review, our board unanimously determined that Mr. Cowan and Mr. Weiss are independent under the governance and listing standards of the Nasdaq Stock Market.

        Board Expertise and Diversity.     We seek a board of directors that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a board of directors that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent guidance with respect to our operations and interests. All of our directors are financially literate, and two members of our audit committee are audit committee financial experts.

        Board Annual Performance Reviews.     Our Corporate Governance Guidelines provide that the nominating and corporate governance committee is responsible for developing, subject to approval by the board of directors, a process for an annual evaluation of the board of directors and its committees, overseeing such evaluations and reporting the results to the board of directors. If the nominating and corporate governance committee so desires, it may be assisted by an outside consultant in developing such annual evaluation processes. In addition, the written charters of the audit committee, nominating and corporate governance committee and the compensation committee provide that each such committee shall evaluate its performance on an annual basis using criteria that it has developed and shall report to the board of directors on its findings.

        Board Nominees.     Under its charter, our nominating and corporate governance committee is responsible for recommending candidates to stand for election to the board of directors at the Company's annual general meeting of shareholders and for recommending candidates to fill vacancies on the board of directors that may occur between annual general meetings of shareholders. The Corporate Governance Guidelines provide that director nominees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all board of directors and applicable committee meetings. The committee evaluates each individual in the context of the board of directors as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. In addition, the committee considers, in light of our business, each director nominee's experience, qualifications, attributes and skills that are identified in the biographical information contained under "Proposal 1—Election of Directors."

        The nominating and corporate governance committee considers properly submitted recommendations for candidates to the board of directors from shareholders. Any shareholder may submit in writing a candidate for consideration for each annual general meeting of shareholders at which directors are to be elected by not more than 120 calendar days nor less than 90 calendar days before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year's annual general meeting. Any shareholder recommendations for consideration by the nominating and corporate governance committee should set forth as to each candidate (i) all information relating to such person that is required to be disclosed in solicitations for proxies for election of directors, or is otherwise required pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and, as to such shareholder submitting the nomination, (ii) all information required pursuant to Article 90.4 of our Articles of Association, including, but not limited to, the name and address of such shareholder and the number of ordinary shares owned by such shareholder. The shareholder should also be willing to provide such other information as the nominating and corporate governance committee may reasonably request. Recommendations should be sent to Christopher Klein, Secretary, Osmotica

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Pharmaceuticals plc, 400 Crossing Boulevard, Bridgewater, NJ 08807. The nominating and corporate governance committee evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The nominating and corporate governance committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

        Board Leadership Structure.     Under our Corporate Governance Guidelines, our board of directors may select a chairperson of the board of directors at any time, who may also be an executive officer of the Company. In 2016, the board of directors appointed Brian Markison as Chief Executive Officer and chairman of the board of directors. Mr. Markison also has significant prior experience with international pharmaceutical companies. Given Mr. Markison's extensive experience and deep knowledge of the Company and our industry, the board of directors believes that combining the chairman and Chief Executive Officer positions is currently the most effective leadership structure for Osmotica. As Chief Executive Officer, Mr. Markison is intimately involved in the day-to-day operations of the Company and is best positioned to lead the board of directors in setting the strategic focus and direction for the Company. The board of directors believes that the combination of the chairman and Chief Executive Officer roles, as well as the exercise of key board of directors' oversight responsibilities by independent directors, provides an effective balance for the management of the Company in the best interest of our shareholders.

        Policies Relating to Directors.     We require directors who are also employees of the Company to offer to tender their resignation from the Board at the same time they cease to be employed by the Company and/or of its subsidiaries for any reason. At this time, the Company has not adopted a mandatory retirement age for directors. We expect each of our directors to attend each annual general meeting of shareholders.

        Code of Business Conduct and Ethics.     We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our executive officers, and is designed to ensure that our business is conducted with integrity. The Code of Business Conduct and Ethics covers professional conduct, conflicts of interest, intellectual property and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. A copy of the Code of Business Conduct and Ethics is posted on our website, which is located at https://ir.osmotica.com/corporate-governance . We intend to disclose any future amendments to, or waivers from, the Code of Business Conduct and Ethics within four business days of the waiver or amendment through a website posting or by the filing of a Current Report on Form 8-K with the SEC.

        Communications with Directors.     Shareholders and other interested parties may communicate directly with the board of directors or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Office of the Secretary, Osmotica Pharmaceuticals plc, 400 Crossing Boulevard, Bridgewater, NJ 08807. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the board of directors.

        Online Availability of Information.     The current versions of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Compliance Program Overview and the charters for our audit, compensation and nominating and corporate governance committees are available on our website at https://ir.osmotica.com/corporate-governance.

Transactions with Related Persons

        The board of directors has adopted a related party transactions policy that governs the review and approval of related party transactions. Pursuant to this policy, if the Company wants to enter into a transaction with a related party or an affiliate of a related party, the audit committee will review the

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proposed transaction to determine, based on applicable rules of the Nasdaq Stock Market and the SEC, whether such transaction requires pre-approval by the audit committee or the board of directors. If pre-approval is required, the proposed transaction will be reviewed at the next regular or special meeting of the audit committee or the board of directors, as applicable. The Company may not enter into a related party transaction unless the audit committee has specifically confirmed in writing that either no further reviews are necessary or that all requisite corporate reviews have been obtained.

        In the course of reviewing potential related person transactions, the board of directors considers the nature of the related person's interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for Osmotica entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the board of directors may deem relevant. Our General Counsel is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the board of directors.

Lease Agreement for Office and Warehouse Space in Buenos Aires, Argentina

        On December 29, 2008, through our subsidiary Osmotica Pharmaceutical Argentina S.A., we entered into a lease agreement with Simali S.A., an affiliate of Altchem Limited ("Altchem"), pursuant to which we lease certain office and warehouse space located in Buenos Aires, Argentina. The current lease term expires on December 31, 2020. During 2018, we paid an aggregate of $246,092 in rent payments under this lease. Our monthly rent payment thereunder is 560,000 Argentinean pesos, 670,000 Argentinean pesos and 800,000 Argentinean pesos for 2018, 2019 and 2020, respectively, plus any required value-added tax. As of December 31, 2018, the exchange rate was 37.562 Argentinean pesos to $1.00.

2016 Advisory Services and Monitoring Agreement

        On February 3, 2016, we consummated a series of transactions (the "Business Combination") to reorganize and combine the businesses of Osmotica Holdings Corp Limited and Vertical/Trigen Holdings, LLC ("Vertical/Trigen"). In conjunction with the Business Combination, we entered into an advisory services and monitoring agreement with an affiliate of Avista Capital Partners ("Avista") and Altchem, which terminated upon the completion of our initial public offering on October 22, 2018. This agreement provided for the payment of a quarterly fee of $125,000 to each of the affiliate of Avista and Altchem during the term of the agreement, as consideration for advisory services. In addition, we were required to pay, or reimburse the affiliate of Avista and Altchem, their out-of-pocket expenses in connection with their performance of services under the agreement. From January 1, 2018 until October 22, 2018, we paid $404,891 in advisory fees and $127,353 in expenses to the affiliate of Avista and $364,521 in advisory fees and $160,704 in expenses to the affiliate of Altchem.

Shareholders' Agreement

        On October 17, 2018, in connection with our initial public offering, we entered into a shareholders' agreement with Avista and Altchem (each, a "Sponsor"). The shareholders' agreement provides, among other things, that:

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for so long as Avista or Altchem, as applicable, owns at least 20% of our issued and outstanding ordinary shares, such Sponsor will be entitled to designate two individuals for nomination to serve on our board of directors; and



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when Avista or Altchem, as applicable, own less than 20% but at least 10% of our issued and outstanding ordinary shares, such Sponsor will be entitled to designate one individual for nomination.

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        The initial Avista nominees were David Burgstahler and Sriram Venkataraman, and the initial Altchem nominees were Juan Vergez and Carlos Sielecki. We are required to take all necessary actions to maintain the composition of our board of directors as set forth above. Pursuant to the terms of the shareholders' agreement and in proportion to the aforementioned board nomination rights, Avista and Altchem also have the right to designate members of our audit and compensation committees.

        In addition, pursuant to the shareholders' agreement, Avista and Altchem have the right to demand that we register any ordinary shares held by them, subject to certain terms and conditions, including a minimum expected aggregate gross proceeds of $25.0 million. After October 17, 2019, the 12-month anniversary of our initial public offering, Avista and Altchem will have the right to require us to file a registration statement on Form S-3. Avista and Altchem will also have piggyback registration rights, such that, if we propose to register any of our shares, we will generally be required to include shares that Avista and Altchem request to be included in such registration statement. We will be responsible for all registration expenses, other than underwriting discounts which will be borne by Avista or Altchem on a pro rata basis.

Private Placement

        On October 17, 2018, we sold, in a private placement at the initial public offering price, 1,000,000 ordinary shares to each of Avista and Altchem and 14,285 ordinary shares to an entity controlled by Mr. Einhorn, our chief financial officer, resulting in gross proceeds of $7.0 million from each of Avista and Altchem and $0.1 million from an entity controlled by Mr. Einhorn.

Services Agreement with United Biosource LLC

        On August 22, 2018, we entered into a Master Services Agreement with United Biosource LLC, or UBC, an Avista portfolio company, pursuant to which UBC provides us with certain prescription processing and patient access services. In November 2018, we entered into a Statement of Work with UBC for services valued at approximately $2.4 million.

Share Ownership Information

        The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2019 by (i) such persons known to us to be beneficial owners of more than 5% of our ordinary shares, (ii) each director, director nominee and named executive officer and (iii) all

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directors and executive officers as a group. Unless otherwise noted, the address for each individual is c/o Osmotica Pharmaceuticals plc, 400 Crossing Boulevard, Bridgewater, NJ 08807.