​

Exhibit 10.2
​
​
​
​
​
TERM LOAN AGREEMENT,
dated as of
May 19, 2020,
among
STRONGBRIDGE U.S. INC.,
as Borrower
STRONGBRIDGE BIOPHARMA PLC,
CORTENDO AB (PUBL),
STRONGBRIDGE DUBLIN LIMITED,
as Guarantors,
The other Subsidiary Guarantors from Time to Time Party Hereto,
The Lenders from Time to Time Party Hereto,
and
AVENUE VENTURE OPPORTUNITIES FUND, L.P.,
as Administrative Agent and Collateral Agent
U.S. $30,000,000 
​
​

​



​

Table of Contents
Page
SECTION 1 DEFINITIONS‌1
1.01Certain Defined Terms‌1
1.02Accounting Terms and Principles‌21
1.03Interpretation‌21
1.04[Reserved].‌21
1.05Swedish Trust Provision‌21
1.06Swedish Limitations‌22
SECTION 2 THE COMMITMENT‌22
2.01Commitments‌22
2.02Borrowing Procedures‌22
2.03Fees‌22
2.04Use of Proceeds‌22
2.05Defaulting Lenders‌22
2.06Substitution of Lenders‌23
SECTION 3 PAYMENTS OF PRINCIPAL AND INTEREST‌24
3.01Repayment‌24
3.02Interest‌24
3.03Prepayments‌25
SECTION 4 PAYMENTS, ETC.‌27
4.01Payments‌27
4.02Computations‌28
4.03Notices‌28
4.04Set-Off‌28

-i-
​




​

4.05Pro rata Treatment‌28
SECTION 5 YIELD PROTECTION, ETC.‌30
5.01Additional Costs‌30
5.02Illegality‌31
5.03Taxes‌31
SECTION 6 CONDITIONS PRECEDENT‌35
6.01Conditions to First Borrowing‌35
6.02Conditions to Second Borrowing‌37
6.03Conditions to Third Borrowing‌39
6.04[Reserved‌40
6.05Conditions to Each Borrowing‌40
SECTION 7 REPRESENTATIONS AND WARRANTIES‌40
7.01Power and Authority‌41
7.02Authorization; Enforceability‌41
7.03Governmental and Other Approvals; No Conflicts‌41
7.04Financial Statements; Material Adverse Change‌41
7.05Properties‌42
7.06No Actions or Proceedings‌45
7.07Compliance with Laws and Agreements‌45
7.08Taxes‌45
7.09Full Disclosure‌46
7.10Regulation‌46
7.11Solvency‌46
7.12Subsidiaries‌47
7.13Indebtedness and Liens‌47

-ii-
​




​

7.14Material Agreements‌47
7.15Restrictive Agreements‌47
7.16Real Property‌47
7.17Pension Matters‌47
7.18Collateral; Security Interest‌48
7.19Regulatory Approvals‌48
7.20[Reserved‌48
7.21Update of Schedules‌48
SECTION 8 AFFIRMATIVE COVENANTS‌48
8.01Financial Statements and Other Information‌49
8.02Notices of Material Events‌50
8.03Existence; Conduct of Business‌52
8.04Payment of Obligations‌52
8.05Insurance‌52
8.06Books and Records; Inspection Rights‌53
8.07Compliance with Laws and Other Obligations‌53
8.08Maintenance of Properties, Etc.‌53
8.09Licenses‌54
8.10Action under Environmental Laws‌54
8.11Use of Proceeds‌54
8.12Certain Obligations Respecting Subsidiaries; Further Assurances‌54
8.13Termination of Non-Permitted Liens‌56
8.14Intellectual Property‌56
8.15[Reserved].‌57
8.16Post-Closing Items‌57

-iii-
​




​

SECTION 9 NEGATIVE COVENANTS‌57
9.01Indebtedness‌57
9.02Liens‌58
9.03Fundamental Changes and Acquisitions‌60
9.04Lines of Business‌60
9.05Investments‌60
9.06Restricted Payments‌62
9.07Payments of Indebtedness‌62
9.08Change in Fiscal Year‌62
9.09Sales of Assets, Etc.‌62
9.10Transactions with Affiliates‌63
9.11Restrictive Agreements‌63
9.12Amendments to Material Agreements; Organizational Documents‌63
9.13Operating Leases‌64
9.14Sales and Leasebacks‌64
9.15Hazardous Material‌64
9.16Accounting Changes‌64
9.17Compliance with ERISA‌64
9.18Swedish Guarantor‌64
SECTION 10 RIGHT TO INVEST; CONVERSION OPTION‌64
10.01Right to Invest‌64
10.02Conversion Option‌65
SECTION 11 EVENTS OF DEFAULT‌66
11.01Events of Default‌66
11.02Remedies‌69

-iv-
​




​

SECTION 12 ADMINISTRATIVE AGENT‌70
12.01Appointment and Duties‌70
12.02Binding Effect‌71
12.03Use of Discretion‌72
12.04Delegation of Rights and Duties‌72
12.05Reliance and Liability‌72
12.06Administrative Agent Individually‌73
12.07Lender Credit Decision‌73
12.08Expenses; Indemnities‌74
12.09Resignation of Administrative Agent‌74
12.10Release of Collateral or Guarantors‌75
12.11Release of Swedish Liens‌75
SECTION 13 MISCELLANEOUS‌75
13.01No Waiver‌76
13.02Notices‌76
13.03Expenses, Indemnification, Etc.‌76
13.04Amendments, Etc.‌77
13.05Successors and Assigns‌78
13.06Survival‌80
13.07Captions‌80
13.08Counterparts‌80
13.09Governing Law‌80
13.10Jurisdiction, Service of Process and Venue‌80
13.11Waiver of Jury Trial‌81
13.12Waiver of Immunity‌81

-v-
​




​

13.13Entire Agreement‌81
13.14Severability‌82
13.15No Fiduciary Relationship‌82
13.16Confidentiality‌82
13.17USA PATRIOT ACT‌83
13.18Maximum Rate of Interest‌83
13.19Certain Waivers‌83
13.20Tax Treatment‌83
13.21Original Issue Discount‌84
13.22Publicity.‌84
SECTION 14 GUARANTEE‌84
14.01The Guarantee‌84
14.02Obligations Unconditional; Subsidiary Guarantor Waivers‌84
14.03Reinstatement‌85
14.04Subrogation‌86
14.05Remedies‌86
14.06Instrument for the Payment of Money‌86
14.07Continuing Guarantee‌86
14.08Rights of Contribution‌86
14.09General Limitation on Guaranteed Obligations‌87
14.10Irish Companies Act Limitation on Guaranteed Obligations‌87
SECTION 15 INTERCOMPANY SUBORDINATION AGREEMENT‌87
15.01Subordination of Intercompany Obligations‌87
​
​
​

-vi-
​




​

SCHEDULES AND EXHIBITS
	Schedule 1
	-
	Commitments

	Schedule 6.01
	-
	Foreign Security Documents

	Schedule 7.05(b)(i)
	-
	Certain Intellectual Property

	Schedule 7.05(b)(ii)
	-
	Intellectual Property Exceptions

	Schedule 7.05(c)
	-
	Material Intellectual Property

	Schedule 7.06
	-
	Certain Litigation

	Schedule 7.12
	-
	Information Regarding Subsidiaries

	Schedule 7.13(a)
	-
	Existing Indebtedness of Parent Guarantor and its Subsidiaries

	Schedule 7.13(b)
	-
	Liens Granted by the Obligors

	Schedule 7.14
	-
	Material Agreements of Obligors

	Schedule 7.15
	-
	Restrictive Agreements

	Schedule 7.16
	-
	Real Property Owned or Leased by Parent Guarantor or any Subsidiary

	Schedule 7.17
	-
	Pension Matters

	Schedule 9.05
	-
	Existing Investments

	Schedule 9.10
	-
	Transactions with Affiliates

	Schedule 9.14
	-
	Permitted Sales and Leasebacks

	​
	​
	​

	Exhibit A
	-
	Form of Assumption Agreement

	Exhibit B
	-
	Form of Notice of Borrowing

	Exhibit C-l
	-
	Form of U.S. Tax Compliance Certificate

	Exhibit C-2
	-
	Form of U.S. Tax Compliance Certificate

	Exhibit C-3
	-
	Form of U.S. Tax Compliance Certificate

	Exhibit C-4
	-
	Form of U.S. Tax Compliance Certificate

	Exhibit D
	-
	Form of Compliance Certificate

	Exhibit E
	-
	Reserved

	Exhibit F
	-
	Form of Landlord Consent

	Exhibit G
	-
	Form of Subordination Agreement

	Exhibit H
	-
	Reserved

	Exhibit I
	-
	Form of Warrant



​
 ​

​



​

TERM LOAN AGREEMENT, dated as of May 19, 2020 (this “Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or (b), each an “Obligor” and collectively, the “Obligors”), and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Avenue”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Administrative Agent”).
WITNESSETH:
Borrower have requested the Lenders to make term loans to Borrower, and the Lenders are prepared to make such loans on and subject to the terms and conditions hereof. Accordingly, the parties agree as follows:
SECTION 1​
DEFINITIONS
1.01Certain Defined Terms. As used herein, the following terms have the following respective meanings:
“Accounting Change Notice” has the meaning set forth in Section 1.04(a).
 “Acquisition” means any transaction, or any series of related transactions, by which any Person directly or indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase or license of assets, or similar transaction having the same effect as any of the foregoing, (a) acquires any business or product, or any division, product or line of business or all or substantially all of the assets of any Person engaged in any business or any division, product or line of business, (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such Person are managed by a board of directors or other governing body, or (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body.
“Act” has the meaning set forth in Section 13.17.
“Administrative Agent” has the meaning set forth in the introduction hereto.
“Affected Lender” has the meaning set forth in Section 2.06(a).

1
DMS 17185250.10




​

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agreement” has the meaning set forth in the introduction hereto.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Obligor, its Subsidiaries or Affiliates from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.
“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to an Obligor, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transaction Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).
“Asset Sale” has the meaning set forth in Section 9.09.
“Asset Sale Net Proceeds” means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide costs incurred in connection with such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non-cash proceeds as determined by the Majority Lenders, acting reasonably.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee of such Lender.
“Assumption Agreement” means a Guarantee or Borrower Assumption Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” or “Borrower” hereunder.
“Avenue” has the meaning set forth in the introduction hereto.
 “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy.”
“Basic Rate” means the per annum rate of interest (based on a year of three hundred sixty-five (365) days) equal to the sum of (I) the greater of (a) the Prime Rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, and (b) 3.25%, plus (II) 6.75%.  Notwithstanding the foregoing, the Basic Rate shall not be less than 10%.
“Beneficiary” has the meaning set forth in Section 1.05.
“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Obligor or Subsidiary thereof incurs or otherwise has any obligation or liability, contingent or otherwise.

2
DMS 17185250.10




​

“Borrower” has the meaning set forth in the introduction hereto.
“Borrower Facility” means the premises located at 900 Northbrook Drive, Suite 200, Trevose, PA 19053, which are leased by Borrower pursuant to the Borrower Lease.
“Borrower Landlord” means Northbrook TC Equities, Northbrook 134 West 93 Equities LLC, Northbrook Lemad Equities LLC, Northbrook CH Equities LLC, Northbrook Clinton Equities LLC, Northbrook UK1 Equities LLC, Northbrook Loken LLC, Northbrook HS Development LLC, Northbrook HS RK LLC, Northbrook TEIDIF LLC, as tenants in common.
“Borrower Lease” means the Lease dated November 27, 2017 by and between Borrower and Borrower Landlord.
“Borrower Party” has the meaning set forth in Section 13.03(b).
“Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders according to their respective Commitments.
“Borrowing Date” means the date of a Borrowing.
“Borrowing Notice Date” means, (a) in the case of the first Borrowing, a date that is at least two (2) Business Days prior to the Borrowing Date of such Borrowing, (b) in the case of the second Borrowing, a date that is at least ten (10) Business Day prior to the Borrowing Date of such Borrowing and, (c) in the case of a subsequent Borrowing (that is not the first Borrowing or the second Borrowing), a date that is at least ten (10) Business Days prior to the Borrowing Date of such Borrowing.
“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in New York City, New York.
“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.
“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or legally (or otherwise of record), by any Person or group of Persons acting jointly or otherwise in concert of capital stock representing more than 49% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Parent Guarantor, (b) during any period of twelve (12) consecutive calendar months, the occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent Guarantor by Persons who were neither (i) nominated by the board of directors of Parent Guarantor, nor (ii) appointed by directors so nominated, (c) the acquisition of direct or indirect Control of Parent Guarantor by any Person or group of Persons acting jointly or otherwise in concert; in each case whether as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or 

3
DMS 17185250.10




​

otherwise, or (d) Borrower ceases to be a wholly owned direct or indirect subsidiary of Parent Guarantor.
“Claims” means any claims, demands, complaints, grievances, actions, applications, suits, causes of action, orders, charges, indictments, prosecutions, informations (brought by a public prosecutor without grand jury indictment) or other similar processes, assessments or reassessments.
“Closing Date” means May 19, 2020.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“Collateral” means any Property in which a Lien is purported to be granted under any of the Security Documents (or all such Property, as the context may require).
“Commitment” means, with respect to each Lender, the obligation of such Lender to make Loans to Borrower in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name on Schedule 1 under the caption “Commitment”, as such Schedule may be amended from time to time. The aggregate Commitments on the Closing Date hereof equal $20,000,000.  In the event that investment committee approval is obtained pursuant to Section 6.03(d), the “Commitment” shall mean $30,000,000 as of the date of such investment committee approval and Schedule 1 shall be amended by the Administrative Agent to reflect the increased Commitment amount.
“Commitment Period” means the period from and including the first date on which all of the conditions precedent set forth in Section 6 have been satisfied (or waived by the Lenders) and through and including March 31, 2022.
 “Compliance Certificate” has the meaning given to such term in Section 8.01(d).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Contracts” means contracts, licenses, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements under which a Person has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied).
“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Controlled Foreign Corporation” means a “controlled foreign corporation” as defined in Section 957(a) of the Code.

4
DMS 17185250.10




​

“Conversion Amount” has the meaning set forth in Section 10.02.
“Conversion Date” means the date immediately prior to the date any Lender exercises the Conversion Option by delivering a Conversion Notice in accordance with Section 10.02.
“Conversion Notice” has the meaning set forth in Section 10.02.
“Conversion Option” has the meaning set forth in Section 10.02.
“Conversion Price” means the Exercise Price multiplied by 120%.
“Copyright” has the meaning set forth in the Security Agreement.
 “Default” means any Event of Default and any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default.
“Default Rate” has the meaning set forth in Section 3.02(b).
“Defaulting Lender” means, subject to Section 2.05, any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified Borrower or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.05(b)) upon delivery of written notice of such determination to the Borrower and each Lender.
“Deposit Account” has the meaning set forth in the Security Agreement.
“Dollars” and “$” means lawful money of the United States of America.

5
DMS 17185250.10




​

“Eligible Transferee” means and includes a commercial bank, an insurance company, a finance company, a financial institution, any investment fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) that is principally in the business of managing investments or holding assets for investment purposes.
“Environmental Law” means any federal, state, provincial or local governmental law, rule, regulation, order, writ, judgment, injunction or decree relating to pollution or protection of the environment or the treatment, storage, disposal, release, threatened release or handling of hazardous materials, and all local laws and regulations related to environmental matters and any specific agreements entered into with any competent authorities which include commitments related to environmental matters.
“Equity Interest” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity.
“Equivalent Amount” means, with respect to an amount denominated in one currency, the amount in another currency that could be purchased by the amount in the first currency determined by reference to the Exchange Rate at the time of determination.
“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means, collectively, any Obligor, Subsidiary thereof, and any Person under common control, or treated as a single employer, with any Obligor or Subsidiary thereof, within the meaning of Section 414(b), (c), (m) or (o) of the Code.
“ERISA Event” means (a) a reportable event as defined in Section 4043 of ERISA with respect to a Title IV Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Title IV Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following 30 days; (c) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan or the termination of any Title IV Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by any Obligor or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Title IV Plan or Multiemployer Plan; 

6
DMS 17185250.10




​

(f) the imposition of liability on any Obligor or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Title IV Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Title IV Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the determination that any Title IV Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; (j) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Title IV Plan; (1) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Obligor or any Subsidiary thereof may be directly or indirectly liable; (m) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, or against any Obligor or any Subsidiary thereof in connection with any such plan; (n) receipt from the IRS of notice of the failure of any Qualified Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code; (o) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Obligor or any ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code; or (p) the establishment or amendment by any Obligor or any Subsidiary thereof of any “welfare plan”, as such term is defined in Section 3(1) of ERISA, that provides post-employment welfare benefits in a manner that would increase the liability of any Obligor.
“ERISA Funding Rules” means the rules regarding minimum required contributions (including any installment payment thereof) to Title IV Plans, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Event of Default” has the meaning set forth in Section 11.01.
“Exchange Rate” means the rate at which any currency (the “Pre-Exchange Currency”) may be exchanged into another currency (the “Post-Exchange Currency”), as set forth on such date on the relevant Reuters screen at or about 11:00 a.m. (Eastern time) on such date. In the event that such rate does not appear on the Reuters screen, the “Exchange Rate” with respect to exchanging such Pre-Exchange Currency into such Post-Exchange Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by Borrower and Administrative Agent or, in the absence of such agreement, such Exchange Rate shall instead be determined by Administrative Agent by any reasonable method as they deem applicable to determine such rate, and such determination shall be conclusive absent manifest error.

7
DMS 17185250.10




​

“Excluded Foreign Subsidiary” means any Foreign Subsidiary that is (i) a Controlled Foreign Corporation or (ii) a Foreign Subsidiary owned by a Subsidiary described in clause (i).
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) U.S. Federal withholding Taxes that are imposed on amounts payable to a Lender to the extent that the obligation to withhold amounts existed on the date that (i) such Lender became a “Lender” under this Agreement (other than pursuant to an assignment request by Borrower under Section 5.03(g)), or (ii) such Lender changes its applicable lending office, except in each case to the extent such Lender is a direct or indirect assignee of any other Lender that was entitled, at the time the assignment of such other Lender became effective or to such Lender immediately before it changed its applicable lending office, to receive additional amounts under Section 5.03, (c) any U.S. Federal withholding Taxes imposed under FATCA, and (d) Taxes attributable to such Recipient’s failure to comply with Section 5.03(e).
“Exercise Price” means the lower of (i) $1.87 or (ii) the effective price of any bona fide equity financing prior to December 31, 2020.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not more onerous to comply with), any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
“FDA” means the United States Food and Drug Administration.
“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Administrative Agent from three federal funds brokers of recognized standing selected by it.
“Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest), due upon the earliest to occur of (a) the Maturity Date, (b) the acceleration of any Loan, or (c) the prepayment of a Loan pursuant to, and payable in accordance with, Section 3.03(a), equal to (x) $800,000 or (y), if the third Borrowing is provided, the sum of $800,000 plus 4% of the amount of the third Borrowing.
 “First-Tier Foreign Subsidiary” means an Excluded Foreign Subsidiary that is a direct Subsidiary of an Obligor.
“Foreign Lender” means a Lender that is not a U.S. Person.
“Foreign Subsidiary” means a Subsidiary of any Obligor that is not a U.S. Person. 

8
DMS 17185250.10




​

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.02, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in Section 7.04(a).
“Governmental Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.
“Governmental Authority” means any nation, government, branch of power (whether executive, legislative or judicial), state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to government, including regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or regulation-making organizations or entities of any State, territory, county, city or other political subdivision of the United States.
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
“Guaranteed Obligations” has the meaning set forth in Section 14.01.
“Hazardous Material” means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product, pollutant, contaminant or material which is hazardous or toxic, and includes (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.
“Hedging Agreement” means any interest rate exchange agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

9
DMS 17185250.10




​

“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) obligations of such Person with respect to deposits or advances of any kind by third parties (other than an Obligor), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness or other obligations of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) obligations under any Hedging Agreement currency swaps, forwards, futures or derivatives transactions, (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (1) all obligations of such Person under license or other agreements containing a guaranteed minimum payment or purchase by such Person, and (m) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
“Indemnified Party” has the meaning set forth in Section 13.03(b).
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.
“Intellectual Property” means all Patents, Trademarks, Copyrights, and Technical Information, whether registered or not, domestic and foreign. Intellectual Property shall include all:
(a)applications or registrations relating to such Intellectual Property;
(b)rights and privileges arising under applicable Laws with respect to such Intellectual Property;

10
DMS 17185250.10




​

(c)rights to sue for past, present or future infringements of such Intellectual Property; and
(d)rights of the same or similar effect or nature in any jurisdiction corresponding to such Intellectual Property throughout the world.
“Interest Period” means, with respect to each Borrowing, (a) initially, the period commencing on and including the Borrowing Date thereof and ending on and excluding the next Payment Date, and, (b) thereafter, each period beginning on and including the last day of the immediately preceding Interest Period and ending on and excluding the next succeeding Payment Date. 
“Interest-Only Period” means the period from and including the first Borrowing Date and through and including (i) the twelfth (12th) Payment Date following the first Borrowing Date; (ii) if Borrower has achieved the LOGICS Positive Data Milestone, and so long as no Default or Event of Default has occurred and is continuing, the twenty-third (24th) Payment Date following the first Borrowing Date; and (iii) if Borrower has achieved the Recorlev NDA Approval Milestone and so long as no Default or Event of Default has occurred and is continuing, the thirty-sixth (36th) Payment Date following the first Borrowing Date.
 “Invention” means any novel, inventive and useful art, apparatus, method, process, machine (including article or device), manufacture or composition of matter, or any novel, inventive and useful improvement in any art, method, process, machine (including article or device), manufacture or composition of matter.
“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement. 
“Irish Companies Act” means the Companies Act 2014 of Ireland.
“Irish Guarantor” has the meaning set forth in the introduction hereto. 
“Irish Security Documents” means each Irish Debenture described on Schedule 6.01.
“IRS” means the U.S. Internal Revenue Service or any successor agency, and to the extent relevant, the U.S. Department of the Treasury.

11
DMS 17185250.10




​

“Knowledge” means, with respect to any Person, the actual knowledge of the chief executive officer, executive chairman, chief financial officer or chief legal officer of Borrower, so long as such Person is an officer of Borrower.
“Landlord Consent” means a Landlord Consent substantially in the form of Exhibit F or such other form as reasonably acceptable to the Administrative Agent.
“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial, municipal and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
 “Lender” means each Person listed as a “Lender” on a signature page hereto, together with its successors, and each assignee of a Lender pursuant to Section 13.05(b).
“Lien” means any mortgage, lien, pledge, charge or other security interest, or any lease, title retention agreement, mortgage, restriction, easement, right-of-way or other encumbrance of any kind or character whatsoever or any preferential arrangement that has the practical effect of creating a security interest.
“Loan” means each loan advanced by a Lender pursuant to Section 2.01.
“Loan Documents” means, collectively, this Agreement, the Security Documents, each Warrant, the Perfection Certificates, any subordination agreement or any intercreditor agreement entered into by Administrative Agent (on behalf of the Lenders) with any other creditors of Obligors or any agent acting on behalf of such creditors, and any other present or future document, instrument, agreement or certificate executed by Obligors and delivered to Administrative Agent or any Secured Party in connection with or pursuant to this Agreement or any of the other Loan Documents, all as amended, amended and restated, supplemented or otherwise modified.
“LOGICS Positive Data Milestone” means Borrower has achieved positive Phase 3 data in its LOGICS clinical trial, sufficient to submit a New Drug Application to the FDA.
“Loss” means judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any Claim or any proceeding relating to any Claim.
“Majority Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Commitments (or, if such Commitments are terminated, the outstanding principal amount of the Loans) then in effect, ignoring, in such calculation, the Commitments of and outstanding Loans owing to any Defaulting Lender.

12
DMS 17185250.10




​

“Margin Stock” means “margin stock” within the meaning of Regulation U and Regulation X.
“Material Adverse Change” and “Material Adverse Effect” mean a material adverse change in or effect on (a) the business, condition (financial or otherwise), operations, performance or Property of Parent Guarantor and its Subsidiaries taken as a whole, (b) the ability of any Obligor to perform its obligations under the Loan Documents, or (c) the legality, validity, binding effect or enforceability of the Loan Documents or the rights and remedies of Administrative Agent or any Lender under any of the Loan Documents.
“Material Agreements” means (a) the agreements which are listed in Schedule 7.14 on the Closing Date, (b) material inbound and outbound license agreements and (c) all other agreements held by the Obligors from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect; provided, however, that “Material Agreements” exclude all: (i) licenses implied by the sale of a product; and (ii) paid-up licenses for commonly available software programs under which an Obligor is the licensee. “Material Agreement” means any one such agreement.
“Material Indebtedness” means, at any time, any Indebtedness of any Obligor, the outstanding principal amount of which, individually or in the aggregate, exceeds $300,000 (or the Equivalent Amount in other currencies).
“Material Intellectual Property” means, the Obligor Intellectual Property described in Schedule 7.05(c) and any other Obligor Intellectual Property acquired after the Closing Date, the loss of which would reasonably be expected to have a Material Adverse Effect.
“Maturity Date” means the earlier to occur of (a) the Stated Maturity Date, and (b) the date on which the Loans are accelerated pursuant to Section 11.02.
“Maximum Rate” has the meaning set forth in Section 13.18.
“Multiemployer Plan” means any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.
“Non-Consenting Lender” has the meaning set forth in Section 2.06(a).
 “Notice of Borrowing” has the meaning set forth in Section 2.02.
“Obligations” means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Obligor to Administrative Agent, any Lender or any other indemnitee hereunder, arising out of, under, or in connection with, any Loan Document (other than the Warrant), whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) all Loans, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or 

13
DMS 17185250.10




​

not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Obligor under any Loan Document (other than the Warrant).
“Obligor Intellectual Property” means Intellectual Property owned by or licensed to any of the Obligors.
“Obligors” has the meaning set forth in the introduction hereto.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Option Shares” has the meaning set forth in Section 10.02(c).
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.03(g)).
“Parent Guarantor” has the meaning set forth in the introduction hereto.
“Participant” has the meaning set forth in Section 13.05(e).
“Participant Register” has the meaning set forth in Section 13.05(f).
“Patents” has the meaning set forth in the Security Agreement.
“Payment Date” means the first day of each month during the term hereof, and the Maturity Date, commencing on the first such date to occur following the first Borrowing Date; provided that, if any such date shall occur on a day that is not a Business Day, the applicable Payment Date shall be the immediately preceding Business Day.
“PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Perfection Certificates” means each perfection certificate dated as of the Closing Date delivered by each Obligor to Administrative Agent.

14
DMS 17185250.10




​

“Permitted Acquisition” means any acquisition by any Obligor, whether by purchase, merger, license or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division or a product of, any Person; provided that:
(a)immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;
(b)all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Laws and in conformity in all material respects with all applicable Governmental Approvals;
(c)in the case of the acquisition of all of the Equity Interests of such Person, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares required pursuant to applicable Law) acquired, or otherwise issued by such Person or any newly formed Subsidiary of Parent Guarantor in connection with such acquisition, shall be owned 100% by an Obligor or any other Subsidiary, and Parent Guarantor shall have taken, or caused to be taken, each of the actions set forth in Section 8.12, if applicable;
(d)[Reserved];
(e)such Person (in the case of an acquisition of Equity Interests) or assets (in the case of an acquisition of assets or a division) (i) shall be engaged or used, as the case may be, in the same business or lines of business in which Parent Guarantor and/or its Subsidiaries are engaged or (ii) shall have a similar customer base as Parent Guarantor and/or its Subsidiaries; and
(f)concurrent with the earlier of the execution of the applicable acquisition agreement or the consummation of such acquisition, Borrower shall have provided Administrative Agent copies of the acquisition agreement and other material documents relative to the proposed acquisition.
“Permitted Cash Equivalent Investments” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than two (2) years from the date of acquisition thereof, (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) Investments permitted by Parent Guarantor’s investment policy in effect on the Closing Date hereof, as amended from time to time, provided that such amendment thereto has been approved in writing by the Administrative Agent.
“Permitted Indebtedness” means any Indebtedness permitted under Section 9.01.
“Permitted Liens” means any Liens permitted under Section 9.02.
“Permitted Priority Liens” means (a) Liens permitted under Section 9.02(c), (d), (e), (f), (g), and (j), and (b) Liens permitted under Section 9.02(b); provided that such Liens are also of the type described in Section 9.02(c), (d), (e), (f), (g), and (j).

15
DMS 17185250.10




​

“Permitted Refinancing” means, with respect to any Indebtedness, any extensions, renewals and replacements of such Indebtedness; provided that such extension, renewal or replacement (a) shall not increase the outstanding principal amount of such Indebtedness, (b) contains terms relating to outstanding principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole no less favorable in any material respect to Parent Guarantor and its Subsidiaries or the Secured Parties than the terms of any agreement or instrument governing such existing Indebtedness, (c) shall have an applicable interest rate which does not exceed the rate of interest of the Indebtedness being replaced, and (d) shall not contain any new requirement to grant any lien or security or to give any guarantee that was not an existing requirement of such Indebtedness.
 “Permitted Subordinated Debt” means Indebtedness (a) that is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (b) that has a maturity date later than the Stated Maturity Date, (c) in respect of which no cash payments of principal or interest are required prior to the Stated Maturity Date, (d) that converts into equity immediately upon the occurrence of an Event of Default, and (e) in respect of which the holders have agreed in favor of Borrower and Secured Parties (i) that prior to the date on which the Commitments have expired or been terminated and all Obligations have been paid in full indefeasibly in cash, such holders will not exercise any remedies available to them in respect of such Indebtedness, (ii) that such Indebtedness is and shall remain unsecured, and (iii) to terms of subordination in substantially the form attached hereto as Exhibit G and with such changes (if any) as are reasonably satisfactory to Administrative Agent, or such other form as reasonably acceptable to the Majority Lenders.
“Person” means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature.
“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Parent Guarantor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Prepayment Premium” has the meaning set forth in Section 3.03(a).
“Pro Rata Final Payment” means the percentage of the Final Payment obtained by dividing (a) the principal amount of any Loan being prepaid pursuant to Section 3.03(a) by (b) the total amount of Loans made hereunder.
“Product” means KEVEYIS®, Recorlev, Veldoreotide and such other products as may be acquired or in-licensed by any Obligor, and each of their respective successors.
“Property” of any Person means any property or assets, or interest therein, of such Person.

16
DMS 17185250.10




​

“Proportionate Share” means, with respect to any Lender, the percentage obtained by dividing (a) the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect.
 “Qualified Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (a) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate thereof has ever made, or was ever obligated to make, contributions, and (b) that is intended to be tax qualified under Section 401(a) of the Code.
“Qualified Securities” means fully paid, non-assessable and unrestricted ordinary shares of Parent Guarantor allotted and issued in accordance with Section 10.02.
 “Recipient” means Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation.
 “Recorlev NDA Approval Milestone” means Borrower obtains approval of the New Drug Application for Recorlev for the treatment of Endogenous Cushing’s syndrome from the FDA.
“Redemption Date” has the meaning set forth in Section 3.03(a).
“Redemption Price” has the meaning set forth in Section 3.03(a).
“Register” has the meaning set forth in Section 13.05(d).
“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as amended.
“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as amended.
“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as amended.
“Regulatory Approvals” means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.
“Related Person” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Requirement of Law” means, as to any Person, any statute, law, treaty, rule or regulation or determination, order, injunction or judgment of an arbitrator or a court or other 

17
DMS 17185250.10




​

Governmental Authority, in each case applicable to or binding upon such Person or any of its Properties or revenues.
“Responsible Officer” of any Person means each of the president, chief operating officer, chief financial officer, chief executive officer, chief legal officer, and chief medical officer or controller of such Person.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent Guarantor or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock, share capital or other Equity Interest of Parent Guarantor or any of its Subsidiaries or any option, warrant or other right to acquire any such shares of capital stock, share capital or other Equity Interest of Parent Guarantor or any of its Subsidiaries.
“Restrictive Agreement” has the meaning set forth in Section 7.15.
“Restructured Debt Securities” has the meaning set forth in Section 15.01.
“Revenue” of a Person means all revenue properly recognized under GAAP, consistently applied, less all rebates, discounts and other price allowances.
 “Sanctioned Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Jurisdiction or (c) any Person owned or Controlled by any such person or Persons described in clauses (a) and (b).
“Sanctions” means any international economic sanction administered or enforced by the United States (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 
“SEC” means the Securities and Exchange Commission, or any other Governmental Authority succeeding to any of its principal functions.
“Secured Parties” means the Lenders, Administrative Agent, each other Indemnified Party and any other holder of any Obligation.
“Securities Account” has the meaning set forth in the Security Agreement. 
“Security Agreement” means the Security Agreement, dated as of the Closing Date, among the Obligors and Administrative Agent, granting a security interest in the Obligors’ personal Property in favor of the Secured Parties.

18
DMS 17185250.10




​

“Security Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, the Swedish Security Document, the Irish Security Documents and each other security document, control agreement or financing statement required or recommended to perfect Liens in favor of the Secured Parties.
“Senior Indebtedness” has the meaning set forth in Section 15.01.
“Short-Form IP Security Agreements” means New York law short-form copyright, patent or trademark (as the case may be) security agreements, dated as of the Closing Date, entered into by one or more Obligors in favor of Administrative Agent, for the benefit of the Secured Parties, in respect of the Obligors’ United States Intellectual Property, each in form and substance reasonably satisfactory to Administrative Agent (and as amended, modified or replaced from time to time).
“Solvent” means, with respect to any Person at any time, that (a) the present fair saleable value of the Property of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, and (c) such Person has not incurred and does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature.
“Stated Maturity Date” means May 19, 2024.
“Subordinated Intercompany Indebtedness” has the meaning set for in Section 15.01.
“Subsequent Financing” has the meaning set forth in Section 10.01.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Parent Guarantor.
“Subsidiary Guarantors” means Parent Guarantor and each Subsidiary of Parent Guarantor that becomes, or is required to become, a “Subsidiary Guarantor” after the Closing Date pursuant to Section 8.12(a) or (b); provided that, as of the Closing Date, Irish Guarantor and Swedish Guarantor are “Subsidiary Guarantors”.
“Substitute Lender” has the meaning set forth in Section 2.06(a).

19
DMS 17185250.10




​

“Swedish Guarantor” has the meaning set forth in the introduction hereto.
 “Swedish Obligor” means an Obligor incorporated under the laws of Sweden.
“Swedish Security Document” means the Swedish share pledge agreement described on Schedule 6.01.
“Tax Affiliate” means (a) Parent Guarantor and its Subsidiaries, (b) each other Obligor and (c) any Affiliate of an Obligor with which such Obligor files or is eligible to file consolidated, combined or unitary Tax returns.
“Tax Returns” has the meaning set forth in Section 7.08.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Technical Information” means all trade secrets and other proprietary or confidential information, public information, non-proprietary know-how, any information of a scientific, technical, or business nature in any form or medium, standards and specifications, conceptions, ideas, innovations, discoveries, Invention disclosures, all documented research, developmental, demonstration or engineering work and all other information, data, plans, specifications, reports, summaries, experimental data, manuals, models, samples, know-how, technical information, systems, methodologies, computer programs, information technology and any other information.
“Title IV Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate thereof has ever made, or was obligated to make, contributions, and (ii) that is or was subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.
“Trademarks” is defined in the Security Agreement.
“Transactions” means the execution, delivery and performance by each Obligor of this Agreement and the other Loan Documents to which such Obligor is intended to be a party and the Borrowings (and the use of the proceeds of the Loans).
“U.S. Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(e)(ii)(B)(3).
“United States” or “U.S.” means the United States of America. 
“VWAP” means, for each trading day, the total amount of dollars traded for every transaction (price multiplied by the number of shares traded) involving Parent Guarantor’s ordinary shares, divided by the total number of Parent Guarantor’s ordinary shares traded.

20
DMS 17185250.10




​

 “Warrant” means each warrant to purchase Equity Interests of Parent Guarantor, issued by Parent Guarantor to the Lenders in connection with the Transactions substantially in the form of Exhibit I.
“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.
“Withholding Agent” means any Obligor and Administrative Agent.
1.02Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. All components of financial calculations made to determine compliance with this Agreement, including Section 10, shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Acquisition consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by Parent Guarantor based on assumptions expressed therein and that were reasonable based on the information available to Parent Guarantor at the time of preparation of the Compliance Certificate setting forth such calculations.
1.03Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, (a) the terms defined in this Agreement include the plural as well as the singular and vice versa; (b) words importing gender include all genders; (c) any reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement; (d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the words herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision; (e) references to days, months and years refer to calendar days, months and years, respectively; (f) all references herein to “include” or “including” shall be deemed to be followed by the words “without limitation”; (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but not including”; and (h) accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property” , which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and permits and any right or interest in any property, except where otherwise noted); and (i) all references to an "examiner" shall be deemed to mean an examiner appointed under Section 509 of the Irish Companies Act and "examinership" shall be construed accordingly. Unless otherwise expressly provided herein, references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all permitted subsequent amendments, restatements, extensions, supplements and other modifications thereto.
1.04[Reserved].
1.05Swedish Trust Provision. If any Swedish Obligor is required to hold an amount on trust on behalf of any other party (the “Beneficiary”), such Swedish Obligor shall hold such money as 

21
DMS 17185250.10




​

agent for the Beneficiary in a separate account and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct.
1.06Swedish Limitations. Notwithstanding the other provisions of this Agreement, the obligations and liabilities of a Swedish Obligor in its capacity as Subsidiary Guarantor under this Agreement and/or under Section 15 of this Agreement and/or in relation to any indemnity and/or any obligation to pay any cost of any other Obligor (other than a wholly-owned Subsidiary of that Swedish Obligor) under this Agreement or any other Loan Document shall be limited if (and only if) required by the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regulating distribution of assets (Chapter 17, Sections 1 - 4 (or their equivalents from time to time)), and it is understood that the liability of a Swedish Obligor for such obligations and liabilities only applies to the extent permitted by the above mentioned provisions of the Swedish Companies Act.
SECTION 2​
THE COMMITMENT
2.01Commitments. Each Lender agrees severally, on and subject to the terms and conditions of this Agreement (including Section 6), to make up to three term loans to Borrower, each on a Business Day during the Commitment Period in Dollars in an aggregate principal amount for such Lender not to exceed such Lender’s unfunded Commitment; provided, however, that no Lender shall be obligated to make a Loan in excess of such Lender’s Proportionate Share of the applicable amount of any Borrowing set forth in Section 6 (if any). Amounts of Loans repaid may not be reborrowed.
2.02Borrowing Procedures. Subject to the terms and conditions of this Agreement (including Section 6), each Borrowing shall be made on written notice in the form of Exhibit B given by Borrower to Administrative Agent not later than 11:00 a.m. (Eastern time) on the Borrowing Notice Date (a “Notice of Borrowing”). Each Borrowing shall be made by the Borrower.
2.03Fees. The Borrower shall pay to Administrative Agent and/or the Lenders, as applicable, such fees as described in this Agreement.
2.04Use of Proceeds. Borrower shall use the proceeds of the Loans for general working capital purposes of the Obligors and corporate and other lawful purposes of the Obligors, Permitted Acquisitions, to pay fees, costs and expenses incurred in connection with the Transactions and to pay fees (including the commitment fee set forth in Section 6.01(e)), costs and expenses; provided that the Lenders shall have no responsibility as to the use of any proceeds of Loans.
2.05Defaulting Lenders.
(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

22
DMS 17185250.10




​

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Majority Lenders” and Section 13.04.
(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Lenders for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11, Section 4.04 or otherwise), shall be applied at such time or times as follows: first, as Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; second, if so determined by the Majority Lenders and Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made at a time when the conditions set forth in Section 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(b)Defaulting Lender Cure. If Borrower and the Majority Lenders agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Proportionate Share, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.06Substitution of Lenders.
(a)Substitution Right. If any Lender (an “Affected Lender”), (i) becomes a Defaulting Lender or (ii) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Majority Lenders is obtained but that requires the consent of other Lenders (a “Non-Consenting Lender”), then (x) Borrower may elect to pay in full such Affected Lender with respect to all Obligations due to such Affected Lender or (y) either 

23
DMS 17185250.10




​

Borrower or Administrative Agent shall identify any willing Lender or Affiliate of any Lender or Eligible Transferee (in each case, a “Substitute Lender”) to substitute for such Affected Lender; provided that any substitution of a Non-Consenting Lender shall occur only with the consent of Administrative Agent.
(b)Procedure. To substitute such Affected Lender or pay in full all Obligations owed to such Affected Lender, Borrower shall deliver a notice to such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery by Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender (which for the avoidance of doubt, shall not include any Prepayment Premium) and (ii) in the case of a substitution, an Assignment and Assumption executed by the Substitute Lender, which shall thereunder, among other things, agree to be bound by the terms of the Loan Documents.
(c)Effectiveness. Upon satisfaction of the conditions set forth in Sections 2.06(a) and (b), Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender, such Affected Lender’s Commitments shall be terminated and (ii) in the case of any substitution of an Affected Lender, (A) such Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain such rights under the Loan Documents that expressly provide that they survive the repayment of the Obligations and the termination of the Commitments, (B) such Affected Lender shall no longer constitute a “Lender” hereunder and such Substitute Lender shall become a “Lender” hereunder and (C) such Affected Lender shall execute and deliver an Assignment and Assumption to evidence such substitution; provided, however, that the failure of any Affected Lender to execute any such Assignment and Assumption shall not render such sale and purchase (or the corresponding assignment) invalid.
SECTION 3​
PAYMENTS OF PRINCIPAL AND INTEREST
3.01Repayment.
(a)Repayment. During the Interest-Only Period, no scheduled payments of principal of the Loans shall be due. Borrower agrees to repay to the Lenders the outstanding principal amount of the Loans, on each Payment Date occurring after the Interest-Only Period, in equal installments. The amounts of such installments shall be calculated by dividing (i) the sum of the aggregate principal amount of the Loans outstanding on the first day following the end of the Interest-Only Period, by (ii) the number of Payment Dates remaining prior to and including the Stated Maturity Date.
(b)Application. Any optional or mandatory prepayment of the Loans shall be applied to the installments thereof under Section 3.01(a) in the inverse order of maturity. To the extent not previously paid, the principal amount of the Loans, together with all other outstanding Obligations, shall be due and payable on the Maturity Date.
3.02Interest.

24
DMS 17185250.10




​

(a)Interest Generally. Borrower agrees to pay to the Lenders interest on the unpaid principal amount of the Loans and the amount of all other outstanding Obligations, in the case of the Loans, for the period from the applicable Borrowing Date and, in the case of any other Obligation, from the date such other Obligation is due and payable, in each case, until paid in full, at a floating rate per annum equal to the Basic Rate.
(b)Default Interest. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the interest payable pursuant to Section 3.02(a) shall increase automatically by 4.00% per annum (such aggregate increased rate, the “Default Rate”). Notwithstanding any other provision herein, if interest is required to be paid at the Default Rate, it shall be paid entirely in cash.
(c)Interest Payment Dates. Accrued interest on the Loans shall be payable in advance on each Payment Date with respect to the next succeeding Interest Period in cash, and upon the payment or prepayment of the Loans (on the principal amount being so paid or prepaid); provided that interest payable at the Default Rate shall be payable from time to time on demand.
3.03Prepayments.
(a)Optional Prepayments. Upon prior written notice to Administrative Agent delivered pursuant to Section 4.03, Borrower shall have the right at any time to optionally prepay in whole or in part, the outstanding principal amount of the Loans (a “Redemption Date”; which shall not include the Maturity Date) for an amount equal to the aggregate principal amount of the Loans being prepaid plus the Prepayment Premium plus the Pro Rata Final Payment (to the extent the Final Payment has not previously been paid) plus any accrued but unpaid interest and any fees then due and owing (such aggregate amount, the “Redemption Price”). The applicable “Prepayment Premium” shall be an amount calculated pursuant to Section 3.03(a)(i).
(i)If the Redemption Date occurs:
(A)on or prior to the first anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date;
(B)after the first anniversary of the Closing Date, and on or prior to the second anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; and
(C)after the second anniversary of the Closing Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date.
(ii)Any partial optional prepayments in accordance with Section 3.03(a) shall be in an aggregate minimum amount of $5,000,000 and an integral multiple of $5,000,000 or, if less, the aggregate principal amount of the Loans outstanding hereunder.

25
DMS 17185250.10




​

(iii)No partial prepayment shall be made under this Section 3.03(a) in connection with any event described in Section 3.03(b).
(b)Mandatory Prepayments.
(i)Asset Sales. In the event of any contemplated Asset Sale or series of Asset Sales (other than (x) an Asset Sale of Veldoreotide, subject to the prior written consent of the Lenders, which shall not be unreasonably withheld, or (y) any Asset Sale permitted under Section 9.09(a), (b), (c) (other than by the Swedish Guarantor to the extent cash proceeds are received by it and held for a period of longer than five (5) Business Days), (d), or (h)) yielding Asset Sale Net Proceeds in excess of $2,500,000 in the aggregate, Borrower shall provide three (3) Business Days’ prior written notice of such Asset Sale to Administrative Agent and, if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(i), Borrower shall: (x) if the assets sold represent substantially all of the assets or Revenues from the sale of the Products, or represent any specific line of business which either on its own or together with other lines of business sold over the term of this Agreement account for Revenue from the sale of the Products generated by such lines of business exceeding 10% of the Revenue from the sale of the Products in the immediately preceding year, prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Asset Sale in accordance with Section 3.03(a), and (y) in the case of all other Asset Sales not described in the foregoing clause (x), prepay the Loans in an amount equal to the entire amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees then due and owing, credited in the following order:
(A)first, in reduction of Borrower’s obligation to pay any unpaid interest and any fees then due and owing;
(B)second, in reduction of Obligors’ obligation to pay any Claims or Losses referred to in Section 13.03 then due and owing;
(C)third, in reduction of Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of the Loans;
(D)fourth, in reduction of any other Obligation then due and owing; and
(E)fifth, to Borrower or such other Persons as may lawfully be entitled to or directed by Borrower to receive the remainder.
(ii)Change of Control. In the event of a Change of Control, Borrower shall immediately provide notice of such Change of Control to Administrative Agent and, if within ten (10) Business Days of receipt of such notice Majority Lenders or Administrative Agent advise Borrower in writing that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(ii), Borrower shall prepay within three (3) Business Days after such written notice the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Change of Control in accordance with Section 3.03(a).

26
DMS 17185250.10




​

(c)Required AHYDO Payment. Notwithstanding anything herein to the contrary, if, at any Payment Date on or after March 30, 2024, the aggregate amount of accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Code) on any Loan would, but for this Section 3.03(c), exceed an amount equal to the product of the issue price of such Loan multiplied by the yield to maturity (as defined in Treasury Regulations Section 1.12721(b)(l)(i)) of such Loan, the Borrower shall prepay at each such applicable Payment Date, the minimum amount of principal plus accrued interest on such Loan necessary to prevent any of the accrued and unpaid interest and original issue discount on such Loan from being disallowed or deferred as a deduction under Section 163(e)(5) of the Code to the Borrower. No partial prepayment of any Loan pursuant to any other provision of this Agreement shall alter the obligation of the Borrower to make prepayments provided for in this Section 3.03(c). Any payment made pursuant to this Section 3.03(c) shall be applied in accordance with Section 4.01(b).
SECTION 4​
PAYMENTS, ETC.
4.01Payments.
(a)Payments Generally. Each payment of principal, interest and other amounts to be made by the Obligors under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to an account to be designated by Administrative Agent by notice to Borrower, not later than 2:00 p.m. (Eastern time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).
(b)Application of Payments. Unless otherwise expressly provided in this Agreement, each Obligor shall, at the time of making each payment under this Agreement or any other Loan Document, specify to Administrative Agent the amounts payable by such Obligor hereunder to which such payment is to be applied (and in the event that Obligors fail to so specify, or if an Event of Default has occurred and is continuing, the Lenders may apply such payment in the manner they determine to be appropriate).
(c)Non-Business Days. If the due date of any payment under this Agreement (other than of principal of or interest on the Loans) would otherwise fall on a day that is not a Business Day, unless otherwise provided under the terms of this Agreement, such date shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If the due date of any payment under this Agreement of principal of or interest on the Loans would otherwise fall on a day that is not a Business Day, such payment shall be made in accordance with the definition of “Payment Date.”
(d)Debit/ACH of Accounts.  Notwithstanding any other provision of this Agreement to the contrary, each Obligor hereby authorizes Administrative Agent and each Lender to debit (or ACH), upon three (3) Business Days’ prior written notice to such Obligor other than in respect of regularly scheduled payments of principal and interest, any deposit accounts, maintained by Borrower or any other Obligor, for principal and interest payments or any other amounts any Obligor owes to Administrative Agent or any Lender under this 

27
DMS 17185250.10




​

Agreement or the other Loan Documents when due.  Any such debits (or ACH activity) shall not constitute a set off.
4.02Computations. All computations of interest and fees hereunder shall be computed on the basis of a year of 365 days and actual days elapsed during the period for which payable.
4.03Notices. Each notice of optional prepayment shall be effective only if received by Administrative Agent not later than 2:00 p.m. (Eastern time) on the date three (3) Business Days (or such shorter period as may be agreed to in Administrative Agent’s sole discretion) prior to the date of prepayment. Each notice of optional prepayment shall specify the amount to be prepaid and the date of prepayment. Any notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction.
4.04Set-Off
(a)Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, each of Administrative Agent, each Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Administrative Agent and each Lender agree promptly to notify Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Administrative Agent, each Lender and each of their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
(b)Exercise of Rights Not Required. Nothing contained herein shall require Administrative Agent, any Lender or any of their respective Affiliates to exercise any such right or shall affect the right of such Person to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor.
4.05Pro rata Treatment.
(a)Unless Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any Borrowing that such Lender will not make the amount that 

28
DMS 17185250.10




​

would constitute its share of such Borrowing available to Administrative Agent, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such date in accordance with Section 2, and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not in fact made available to Administrative Agent by the required time on the applicable Borrowing Date therefor, such Lender and Borrower severally agree to pay to Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to Borrower but excluding the date of payment to Administrative Agent, at a rate equal to the greater of (A) the Federal Funds Effective Rate and (B) a rate reasonably determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.
(b)Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower have not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Obligor.
(c)If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Proportionate Share, of such payment on account of the Loans, such Lender shall (i) notify Administrative Agent of the receipt of such payment, and (ii) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Lenders, as applicable (directly or through Administrative Agent), without recourse, such participations in the Loans made by them or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Proportionate Shares, as applicable; provided, however, that (A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment 

29
DMS 17185250.10




​

obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans to any assignee or participant, other than to an Obligor or any of its Affiliates (as to which the provisions of this paragraph shall apply). Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.05(c) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Obligor in the amount of such participation. No documentation other than notices and the like referred to in this Section 4.05(c) shall be required to implement the terms of this Section 4.05(c). Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 4.05(c) and shall in each case notify the Lenders following any such purchase. Borrower consents on behalf of itself and each other Obligor to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.
SECTION 5​
YIELD PROTECTION, ETC.
5.01Additional Costs.
(a)Change in Requirements of Law Generally. If, on or after the Closing Date, the adoption of any Requirement of Law, or any change in any Requirement of Law, or any change in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or its lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, shall impose, modify or deem applicable any reserve (including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, contribution, insurance assessment or similar requirement, in each case that becomes effective after the Closing Date, against assets of, deposits with or for the account of, or credit extended by, a Lender (or its lending office) or shall impose on a Lender (or its lending office) any other condition affecting the Loans or the Commitment, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining the Loans, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or any other Loan Document, by an amount deemed by such Lender to be material (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes), then Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction.
(b)Change in Capital Requirements. If a Lender shall have determined that, on or after the Closing Date, the adoption of any Requirement of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, in each case that becomes effective after the Closing Date, has or would have the effect of reducing the rate of return on capital of a Lender (or its parent) as a 

30
DMS 17185250.10




​

consequence of a Lender’s obligations hereunder or the Loans to a level below that which a Lender (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction.
(c)Notification by Lender. Each Lender (directly or through Administrative Agent) will promptly notify the Borrower of any event of which it has knowledge, occurring after the Closing Date, which will entitle such Lender to compensation pursuant to this Section 5.01. Before giving any such notice pursuant to this Section 5.01(c) such Lender shall designate a different lending office if such designation (x) will, in the reasonable judgment of such Lender, avoid the need for, or reduce the amount of, such compensation and (y) will not, in the reasonable judgment of such Lender, be materially disadvantageous to such Lender. A certificate of the Lender claiming compensation under this Section 5.01, setting forth the additional amount or amounts to be paid to it hereunder, shall be conclusive and binding on Borrower in the absence of manifest error.
(d)Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to constitute a change in Requirements of Law for all purposes of this Section 5.01, regardless of the date enacted, adopted or issued.
5.02Illegality. Notwithstanding any other provision of this Agreement, in the event that on or after the Closing Date the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any competent Governmental Authority shall make it unlawful for a Lender or its lending office to make or maintain the Loans (and, in the reasonable opinion of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be materially disadvantageous to such Lender), then such Lender shall promptly notify the Borrower thereof following which (a) the Lender’s Commitment shall be suspended until such time as such Lender may again make and maintain the Loans hereunder and (b) if such Requirement of Law shall so mandate, the Loans shall be prepaid by Borrower on or before such date as shall be mandated by such Requirement of Law in an amount equal to the Redemption Price applicable on the date of such prepayment in accordance with Section 3.03(a).
5.03Taxes.
(a)Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions 

31
DMS 17185250.10




​

and withholdings applicable to additional sums payable under this Section 5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of each Lender, timely reimburse it for, Other Taxes.
(c)Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligor to a Governmental Authority pursuant to this Section 5, such Obligor shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment.
(d)Indemnification. The Obligors shall jointly and severally reimburse and indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.
(e)Status of Lenders.
(i)Any Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall make available to an Obligor (directly or through Administrative Agent) such properly completed and executed documentation reasonably requested by such Obligor or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender shall make available (directly or through Administrative Agent) such other documentation prescribed by applicable law as reasonably requested by such Obligor or Administrative Agent as will enable such Obligor or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person:
(A)any Lender that is a U.S. Person shall make available to such Obligor (directly or through Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable 

32
DMS 17185250.10




​

request of such Obligor), executed originals of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax;
(B)any Foreign Lender shall, to the extent it is legally entitled to do so, make available to such Obligor (directly or through Administrative Agent and in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor), whichever of the following is applicable:
(1)(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W- 8BEN-E, as applicable (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)executed originals of IRS Form W-8ECI (or successor form);
(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-l to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form); or
(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W- 8ECI (or successor form), IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner.
(C)any Foreign Lender shall, to the extent it is legally entitled to do so, make available to such Obligor (directly or through Administrative Agent and in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Obligor to determine the withholding or deduction required to be made; and

33
DMS 17185250.10




​

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall make available to such Obligor (directly or through Administrative Agent) at the time or times prescribed by law as reasonably requested by such Obligor or Administrative Agent any necessary forms and information reasonably requested by such Obligor or Administrative Agent to establish that such Lender is not subject to withholding tax under FATCA or as may be necessary for such Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)Each Lender agrees that if any form or certification it previously made available expires or becomes obsolete or inaccurate in any respect, such Lender shall update such form or certification or promptly notify the applicable Obligor in writing of its legal inability to do so.
(f)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5 (including by the payment of additional amounts pursuant to this Section 5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.03(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 5.03(f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(g)Mitigation Obligations. If Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then, except as otherwise provided in Section 5.01(c), such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed 

34
DMS 17185250.10




​

cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.
SECTION 6​
CONDITIONS PRECEDENT
6.01Conditions to First Borrowing. The obligation of each Lender to make a Loan as part of the first Borrowing shall not become effective until the following conditions precedent shall have been satisfied or waived in writing by the Lenders:
(a)Borrowing Date. Such Borrowing shall be made on the Closing Date.
(b)Amount of First Borrowing. The amount of such Borrowing shall equal $10,000,000.
(c)Terms of Material Agreements, Etc. Lenders shall be reasonably satisfied with the terms and conditions of all of the Obligors’ Material Agreements.
(d)No Law Restraining Transactions. No applicable law or regulation shall restrain, prevent or, in the reasonable judgment of the Lenders, impose materially adverse conditions upon the Transactions.
(e)Payment of Fees. Lenders shall receive a commitment fee deducted from the proceeds advanced of $200,000; provided, however, that Lenders acknowledge and agree that $125,000 of such amount has been received by Lenders.
(f)Lien Searches. Lenders shall be satisfied with reasonable and customary Lien searches regarding the Obligors made prior to such Borrowing.
(g)Documentary Deliveries. The Lenders shall have received the following documents, each of which shall be in form and substance reasonably satisfactory to the Lenders: 
(i)Agreement. This Agreement duly executed and delivered by Borrower and each of the other parties hereto.
(ii)Security Documents.
(A)The Security Agreement, duly executed and delivered by each of the Obligors.
(B)[Reserved].
(C)Each of the Short-Form IP Security Agreements, duly executed and delivered by each applicable Obligor.
(D)Original share certificates or other documents or evidence of title with regard to all Equity Interests owned by the Obligors (to the extent that such Equity Interests are certificated), together with, to the extent customary under the laws of the jurisdiction of 

35
DMS 17185250.10




​

organization of the issuer of such Equity Interests, share transfer documents, undated and duly executed in blank, letters of authority, irrevocable proxies and dividend mandates (as applicable).
(E)[Reserved].
(F)Evidence of filing of UCC-1 financing statements against each Obligor in its jurisdiction of formation or incorporation or the Recorder of Deeds in the District of Columbia, as the case may be.
(G)[Reserved].
(H)[Reserved].
(I)Completed Form C1 templates in agreed form for each Security Document to which Parent Guarantor or Irish Guarantor is a party and which is required to be filed with the Companies Registration Office of Ireland under section 409 of the Irish Companies Act, prepared by the Administrative Agent’s counsel and approved and verified such by Parent Guarantor’s and Irish Guarantor’s counsel.
(J)Each foreign law Security Document listed on Schedule 6.01, duly executed and delivered by each of the Obligors party thereto.
(K)Without limitation, all other documents and instruments reasonably required to perfect (to the extent it is possible to do so in the relevant jurisdiction) the Secured Parties’ Lien on, and security interest in, the Collateral, and a copy of all other notices, acknowledgements and documents required to be sent or delivered according to the terms of the Security Documents, required to be delivered on or prior to such Borrowing Date shall have been duly executed and delivered and be in proper form for filing, and shall create in favor of the Secured Parties, a perfected (to the extent it is possible to do so in the relevant jurisdiction) Lien on, and security interest in, the Collateral, subject to no Liens other than Permitted Liens.
(iii)[Reserved]. 
(iv)Warrants. For the Lenders, the Warrants, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed on the Closing Date divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.
(v)Perfection Certificates. Each Perfection Certificate duly executed and delivered by the applicable Obligor party thereto.
(vi)Approvals. Certified copies of any material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obligors of the Loan Documents and the Transactions.

36
DMS 17185250.10




​

(vii)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation) and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.
(viii)Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency and specimen signatures of the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors.
(ix)[Reserved].
(x)Opinions of Counsel. A favorable opinion, dated such Borrowing Date, of counsels to the Obligors and/or the Lenders, as applicable, in each case in form reasonably acceptable to the Lenders and their counsel.
(xi)Insurance. Certificates and endorsements of insurance evidencing the existence of all insurance required to be maintained by the Obligors pursuant to Section 8.05 and the designation of Administrative Agent as the lender’s loss payees or additional named insured, as the case may be, thereunder.
(xii)[Reserved].
(xiii)Irish Obligors Certificates. With respect to Parent Guarantor and Irish Guarantor: 
(A)a certificate of Parent Guarantor (signed by an officer) confirming that it and each other Obligor are members of a group of companies consisting of Parent Guarantor as holding company, and each other Obligor, as a subsidiary within the meaning of Sections 7 and 8 of the Irish Companies Act and for the purposes of section 243 of the Irish Companies Act; and
(B)a certificate signed by an officer of each of the Parent Guarantor and Irish Guarantor which shall, among other things, certify copy documents and confirm customary matters relevant to the execution of, and performance obligations of, the Loan Documents and any other documents in connection herewith on behalf of the Parent Guarantor and Irish Guarantor. 
(xiv)Irish Searches. Companies Registration Office, Judgment Office and Winding Up Petitions searches against the Parent Guarantor and Irish Guarantor and all acts and charges appearing thereon. 
(xv)Landlord Consent. A Landlord Consent executed by the Borrower Landlord in respect of the Borrower Facility.
(xvi)[Reserved].
6.02Conditions to Second Borrowing. The obligation of each Lender to make a Loan as part of a second Borrowing is subject to the following conditions precedent, which shall have been satisfied or waived in writing by the Lenders:

37
DMS 17185250.10




​

(a)Borrowing Date. Such Borrowing shall occur between October 1, 2020 and December 31, 2020.
(b)Amount of Borrowing. Such Borrowing shall be in an amount up to $10,000,000; provided that such Borrowing shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000.
(c)Borrowing Milestone. Borrower shall have achieved the LOGICS Positive Data Milestone.
(d)Notice of Milestone Achievement and Audit. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.02(c), and Administrative Agent shall have been reasonably satisfied with the results of its audit of the Obligors’ Revenue by examining the Obligors’ books and records.
(e)Notice of Borrowing. A Notice of Borrowing shall have been delivered to the Administrative Agent in accordance with Section 2.02.
(f)[Reserved].
(g)[Reserved]. 
(h)[Reserved].
(i)[Reserved].
(j)[Reserved].
(k)[Reserved].
(l)Approvals. Certified copies of any material licenses, consents, authorizations and approvals of and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals necessary in connection with the making and performance by the Obligors of the Loan Documents and the Transactions.
(m)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.
(n)Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency and specimen signatures of the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors.
(o)[Reserved].

38
DMS 17185250.10




​

(p)[Reserved].
(q)[Reserved].
(r)Warrants. For the Lenders, the Warrants, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed under the second Borrowing divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.
(s)Receipt of Deliverables. The Lenders shall have received (or waived, in its sole discretion) all of the deliverables otherwise required in connection with, but not provided at the time of, the first Borrowing. 
6.03Conditions to Third Borrowing. The obligation of each Lender to make a Loan as part of a third Borrowing is subject to the following conditions precedent, which shall have been satisfied or waived in writing by the Lenders:
(a)Second Borrowing. The second Borrowing shall have occurred.
(b)Borrowing Date. Such Borrowing shall occur between October 1, 2021 and March 31, 2022.
(c)Amount of Borrowing. Such Borrowing shall be in an amount up to $10,000,000; provided that such Borrowing shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000.
(d)Borrowing Milestone. The Obligors shall have achieved the Recorlev NDA Approval Milestone.
(e)Investment Committee Approval. The Lenders have obtained the approval of their investment committee.
(f)Notice of Milestone Achievement. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.03(d), and Administrative Agent shall have been reasonably satisfied that Borrower has, in fact, satisfied such condition.
(g)Notice of Borrowing. A Notice of Borrowing shall have been delivered to the Administrative Agent in accordance with Section 2.02.
(h)Corporate Documents. Certified copies of the constitutive documents of each Obligor (if customary and publicly available in such Obligor’s jurisdiction of formation or incorporation and of the resolutions of the Board of Directors (and/or shareholders, if applicable) or other applicable governing body of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party.
(i)[Reserved].

39
DMS 17185250.10




​

(j)[Reserved].
(k)[Reserved].
(l)Warrants. For the Lenders, duly executed by Parent Guarantor, for ordinary shares of Parent Guarantor in an aggregate amount equal to 5% of the Term Loan to be borrowed under the third Borrowing divided by the Exercise Price, rounded down to the nearest whole ordinary share of Parent Guarantor and allocated to each of the Lenders pro rata in accordance with their Proportionate Share.
6.04[Reserved].
6.05Conditions to Each Borrowing. The obligation of each Lender to make a Loan as part of any Borrowing (including the first Borrowing) is also subject to satisfaction of the following further conditions precedent on the applicable Borrowing Date, which shall have been satisfied or waived in writing by the Lenders:
(a)Commitment Period. Such Borrowing Date shall occur during the Commitment Period.
(b)No Default; Representations and Warranties. Both immediately prior to the making of such Loan and after giving effect thereto and to the intended use thereof:
(i)no Default shall have occurred and be continuing or would result from such proposed Loan or the application of the proceeds thereof;
(ii)the representations and warranties made in Section 7 shall be true and correct on and as of the Borrowing Date, and immediately after giving effect to the application of the proceeds of the Borrowing, with the same force and effect as if made on and as of such date (except that the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true and correct on such earlier date); and
(iii)no Material Adverse Effect has occurred since the end of the period covered by the financial statements most recently delivered pursuant to Section 8.01(b) or is reasonably likely to occur after giving effect to such proposed Borrowing.
(c)Notice of Borrowing. Administrative Agent shall have received a Notice of Borrowing as and when required pursuant to Section 2.02.
Each Borrowing shall constitute a certification by Borrower to the effect that the conditions set forth in this Section 6.05 have been fulfilled as of the applicable Borrowing Date.
SECTION 7​
REPRESENTATIONS AND WARRANTIES
Each Obligor represents and warrants to Administrative Agent and the Lenders that:

40
DMS 17185250.10




​

7.01Power and Authority. Such Obligor and its Subsidiaries (a) is duly organized or incorporated and validly existing under the laws of its jurisdiction of organization or incorporation, (b) has all requisite corporate or other equivalent power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted except to the extent that failure to have the same would not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would (either individually or in the aggregate) have a Material Adverse Effect, and (d) has full power, authority and legal right to make and perform each of the Loan Documents to which it is a party and, in the case of Borrower, to borrow the Loans hereunder.
7.02Authorization; Enforceability. The Transactions are within each Obligor’s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
7.03Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws, constitutional or other organizational documents of Parent Guarantor and its Subsidiaries, (c) will not violate any order of any Governmental Authority , (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon Parent Guarantor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (e) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent Guarantor and its Subsidiaries.
7.04Financial Statements; Material Adverse Change.
(a)Financial Statements. Parent Guarantor has heretofore furnished to the Lenders certain financial statements as provided for in Section 8.01. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent Guarantor and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year- end audit adjustments and the absence of footnotes in the case of the previously-delivered statements of the type described in Section 8.01(a). Neither Parent Guarantor nor any of its Subsidiaries has any material contingent liabilities or unusual forward or long-term commitments not disclosed in the aforementioned financial statements.

41
DMS 17185250.10




​

(b)No Material Adverse Change. Since December 31, 2019, there has been no Material Adverse Change.
7.05Properties.
(a)Property Generally. Each Obligor has good and marketable fee simple title to, or valid leasehold interests in, all its real and personal Property material to its business, subject only to Permitted Liens and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b)Intellectual Property. The Obligors represent and warrant to the Lenders as follows, as of the Closing Date, each Borrowing Notice Date and each Borrowing Date:
(i)Schedule 7.05(b)(i) (as amended from time to time by Borrower in accordance with Section 7.21) contains:
(A)a complete and accurate list of all applied for or registered Patents, owned by or licensed to any Obligor, including the jurisdiction and patent number;
(B) complete and accurate list of all applied for or registered Trademarks, owned by or licensed to any Obligor, including the jurisdiction, trademark application or registration number and the application or registration date; and
(C)a complete and accurate list of all applied for or registered Copyrights, owned by or licensed to any Obligor;
(ii)Each Obligor is the absolute beneficial owner of all right, title and interest in and to and have the right to use the Obligor Intellectual Property with no breaks in chain of title with good and marketable title, free and clear of any Liens or Claims of any kind whatsoever other than Permitted Liens. Without limiting the foregoing, and except as set forth in Schedule 7.05(b)(ii):
(A)other than with respect to the Material Agreements, or as permitted by Section 9.09, the Obligors have not transferred ownership of Material Intellectual Property, in whole or in part, to any other Person who is not an Obligor;
(B)other than (i) the Material Agreements, (ii) customary restrictions in in-bound licenses of Intellectual Property and non-disclosure agreements, or (iii) as would have been or is permitted by Section 9.09, there are no judgments, covenants not to sue, permits, grants, licenses, Liens (other than Permitted Liens), Claims, or other agreements or arrangements relating to the Material Intellectual Property, including any development, submission, services, research, license or support agreements, which bind, obligate or otherwise restrict the Obligors;
(C)the use of any of the Obligor Intellectual Property, to any Obligor’s Knowledge, does not breach, violate, infringe or interfere with or constitute a misappropriation of any valid rights arising under any Intellectual Property of any other Person;

42
DMS 17185250.10




​

(D)there are no pending or, to any Obligor’s Knowledge, threatened Claims against the Obligors asserted by any other Person relating to the Obligor Intellectual Property, including any Claims of adverse ownership, invalidity (other than any actions asserted during the ordinary course of examination of a patent application or a trademark application before the United States Patent and Trademark Office or any foreign patent and/or trademark office), infringement, misappropriation, violation or other opposition to or conflict with such Intellectual Property; no Obligor has received any written notice from any Person that any Obligor business, the use of the Obligor Intellectual Property, or the manufacture, use or sale of any product or the performance of any service by any Obligor infringes upon, violates or constitutes a misappropriation of, or may infringe upon, violate or constitute a misappropriation of, or otherwise interfere with, any other Intellectual Property of any other Person;
(E)no Obligor has any Knowledge that the Obligor Intellectual Property is being infringed, violated, misappropriated or otherwise used by any other Person without the express authorization of the Obligors. Without limiting the foregoing, no Obligor has put any other Person on notice of actual or potential infringement, violation or misappropriation of any of the Obligor Intellectual Property; no Obligor has initiated the enforcement of any Claim with respect to any of the Obligor Intellectual Property;
(F)all relevant current and former employees and contractors of each Obligor have executed written confidentiality and invention assignment Contracts with such Obligor that irrevocably assign to such Obligor or its designee all of their rights to any Inventions relating to any Obligor’s business;
(G)to the Knowledge of the Obligors, the Obligor Intellectual Property is all the Intellectual Property necessary for the operation of Obligors’ business as it is currently conducted or as currently contemplated to be conducted;
(H)each Obligor has taken reasonable precautions to protect the secrecy, confidentiality and value of its Obligor Intellectual Property consisting of trade secrets and confidential information;
(I)each Obligor has delivered to Administrative Agent accurate and complete copies of all Material Agreements relating to the Obligor Intellectual Property;
(J)there are no pending or, to the Knowledge of any of the Obligors, threatened in writing Claims against the Obligors asserted by any other Person relating to the Material Agreements, including any Claims of breach or default under such Material Agreements;
(iii)With respect to the Obligor Intellectual Property consisting of Patents, except as set forth in Schedule 7.05(b)(ii), and without limiting the representations and warranties in Section 7.05(b)(ii):
(A)each of the issued claims in such Patents, to Obligors’ Knowledge, is valid and enforceable;
(B)the inventors claimed in such Patents have executed written Contracts with an Obligor or its predecessor-in-interest that properly and irrevocably assign to an 

43
DMS 17185250.10




​

Obligor or predecessor-in-interest all of their rights to any of the Inventions claimed in such Patents to the extent permitted by applicable law;
(C)none of the Patents, or the Inventions claimed in them, have been dedicated to the public except as a result of intentional decisions made by the applicable Obligor;
(D)to any Obligor’s Knowledge, all prior art material to such Patents was adequately disclosed to or considered by the respective patent offices during prosecution of such Patents to the extent required by applicable law or regulation;
(E)subsequent to the issuance of such Patents, neither any Obligor nor its predecessors in interest have filed any disclaimer (other than terminal disclaimers that may have been filed during the ordinary course of examination before the United States Patent and Trademark Office, or the equivalent thereof in any foreign patent office) or filed any other voluntary reduction in the scope of the Inventions claimed in such Patents;
(F)no allowable or allowed subject matter of such Patents, to any Obligor’s Knowledge, is subject to any competing conception claims of allowable or allowed subject matter of any patent applications or patents of any third party and have not been the subject of any interference, re-examination, inter partes review, post grant review or opposition proceedings, nor are the Obligors aware of any basis for any such interference, re-examination, inter partes review, post grant review or opposition proceedings;
(G)no such Patents, to any Obligor’s Knowledge, have ever been finally adjudicated to be invalid, unpatentable or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and, with the exception of publicly available documents in the applicable Patent Office recorded with respect to any Patents, no Obligor has received any notice asserting that such Patents are invalid, unpatentable or unenforceable; if any of such Patents is terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Collateral;
(H)no Obligor has received an opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of such Patents is more likely than not to succeed;
(I)no Obligor has any Knowledge that any Obligor or any prior owner of such Patents or their respective agents or representatives have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable or unenforceable any such Patents; and
(J)all maintenance fees, annuities, and the like due or payable on the Patents have been timely paid or the failure to so pay was the result of an intentional decision by the applicable Obligor or would not reasonably be expected to result in a Material Adverse Change.
(iv)none of the foregoing representations and statements of fact contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement or representation not misleading to a prospective Lender seeking full information as to the Obligor Intellectual Property and the Obligors’ business.

44
DMS 17185250.10




​

(c)Material Intellectual Property. Schedule 7.05(c) (as amended from time to time by Borrower in accordance with Section 7.21) contains an accurate list of the Obligor Intellectual Property that is material to any Obligor’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.
7.06No Actions or Proceedings.
(a)Litigation. There is no litigation, investigation or proceeding pending or, to any Obligor’s Knowledge, threatened with respect to Parent Guarantor and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect, except as specified in Schedule 7.06 or (ii) that involves this Agreement or the Transactions.
(b)Environmental Matters. The operations and Property of Parent Guarantor and its Subsidiaries comply with all applicable Environmental Laws, except to the extent the failure to so comply (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.
(c)Labor Matters. Parent Guarantor and its Subsidiaries have not engaged in unfair labor practices and there are no material labor actions or disputes involving the employees of Parent Guarantor or its Subsidiaries.
7.07Compliance with Laws and Agreements. Each of the Obligors is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.
7.08Taxes. All federal, state, material local, foreign income and franchise and other material Tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been timely filed with the appropriate Governmental Authorities, all such Tax Returns are true, correct and complete in all material respects, and all federal and foreign income Taxes and other material Taxes reflected therein or otherwise due and payable have been timely paid (except for (a) the Taxes disclosed in the Perfection Certificate for the Swedish Guarantor, and (b) those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP). No Tax Return is under audit or examination by any Governmental Authority and no notice of any material audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Laws and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.601 l-4(b)(2).

45
DMS 17185250.10




​

7.09Full Disclosure. Obligors have disclosed to Administrative Agent and the Lenders all Material Agreements to which any Obligor is subject, and all other matters to any Obligor’s Knowledge, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Obligor to Administrative Agent or any Lender in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Parent Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
7.10Regulation.
(a)Investment Company Act. Neither Parent Guarantor nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
(b)Margin Stock. Neither Parent Guarantor nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will be used to buy or carry any Margin Stock in violation of Regulation T, Regulation U or Regulation X.
(c)OFAC; Sanctions, Etc. Neither Parent Guarantor nor any of its Subsidiaries or, to the knowledge of any Obligor, any Related Person (i) is currently the subject of any Sanctions or is a Sanctioned Person, (ii) is located (or has its assets located), organized or residing in any Sanctioned Jurisdiction, (iii) is or has been (within the previous five (5) years) engaged in any impermissible transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Sanctioned Jurisdiction, (iv) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, (v) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti- Corruption Laws, or (vi) has violated any Anti-Money Laundering Laws. No Loan, nor the proceeds from any Loan, has been or will be used, directly or indirectly, to lend, contribute or provide to, or has been or will be otherwise made available to fund, any impermissible activity or business of any Person located, organized or residing in any Sanctioned Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including the Lender and its Affiliates) of Sanctions or otherwise in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. Each of Parent Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by Parent Guarantor  and its Subsidiaries and their respective directors, officers, employees, agents and Related Persons with the Anti-Corruption Laws.
7.11Solvency. Borrower is, and the Obligors on a consolidated basis are, and, immediately after giving effect to the Borrowings and the use of proceeds thereof will be, Solvent.

46
DMS 17185250.10




​

7.12Subsidiaries. Set forth on Schedule 7.12 is a complete and correct list of all Subsidiaries of the Parent Guarantor as of the Closing Date. Each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by the direct parent of each such Subsidiary is as shown in said Schedule 7.12.
7.13Indebtedness and Liens. Set forth in Part I of Schedule 7.13(a) is a complete and correct list of all Indebtedness of each Obligor outstanding as of the Closing Date. Set forth in Part I of Schedule 7.13(b) is a complete and correct list of all Liens granted by Parent Guarantor and the other Obligors with respect to their respective Property and outstanding as of the Closing Date.
7.14Material Agreements. Set forth on Schedule 7.14 is a complete and correct list on the Closing Date of (i) each Material Agreement and (ii) each agreement creating or evidencing any Material Indebtedness. No Obligor is in default under any such Material Agreement or agreement creating or evidencing any Material Indebtedness. Except as otherwise disclosed on Schedule 7.14, all Material Agreements of the Obligors are in full force and effect without material modification from the form in which the same were disclosed to Administrative Agent and the Lenders.
7.15Restrictive Agreements. None of the Obligors is subject to any indenture, agreement, instrument or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent Guarantor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (other than (x) customary provisions in contracts (including leases and in-bound licenses of Intellectual Property) restricting the assignment thereof and (y) restrictions or conditions imposed by any agreement governing secured Permitted Indebtedness permitted under Section 9.01(h), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or share capital, as applicable, or to make or repay loans or advances to Parent Guarantor or any other Subsidiary or to Guarantee Indebtedness of Parent Guarantor or any other Subsidiary (each, a “Restrictive Agreement”), except those listed on Schedule 7.15 or otherwise permitted under Section 9.11.
7.16Real Property.
(a)Generally. Neither Parent Guarantor nor any of its Subsidiaries owns or leases (as tenant thereof) any real property, except as described on Schedule 7.16 (as amended from time to time by Parent Guarantor in accordance with Section 7.21).
(b)[Reserved].
7.17Pension Matters. Schedule 7.17 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not reasonably be expected to have, in the aggregate, have a Material Adverse Effect, (w) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code 

47
DMS 17185250.10




​

and other Requirements of Law, (x) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim, (y) no ERISA Event is reasonably expected to occur and, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding, and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. Parent Guarantor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Parent Guarantor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date.
7.18Collateral; Security Interest. Each Security Document is effective to create in favor of the Secured Parties a legal, valid and enforceable security interest in the Collateral subject thereto and each such security interest is perfected to the extent required by (and has the priority required by) the applicable Security Document. The Security Documents collectively are effective to create in favor of the Secured Parties a legal, valid and enforceable security interest in the Collateral subject thereto, which security interests are first-priority (subject only to Permitted Priority Liens or except as expressly contemplated by the Security Documents).
7.19Regulatory Approvals. Parent Guarantor and its Subsidiaries hold, and will continue to hold, either directly or through licensees and agents, all Regulatory Approvals, licenses, permits and similar governmental authorizations of a Governmental Authority necessary or required for Parent Guarantor and its Subsidiaries to conduct their operations and business in the manner currently conducted, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.
7.20[Reserved].
7.21Update of Schedules. Each of Schedules 7.05(b)(i), 7.05(c) and 7.16 may be updated by Borrower from time to time in order to ensure the continued accuracy of such Schedule as of any upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Borrower providing to Administrative Agent, in writing (including by electronic means), a revised version of such Schedule in accordance with the provisions of Section 13.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by Administrative Agent.
SECTION 8​
AFFIRMATIVE COVENANTS

48
DMS 17185250.10




​

Each Obligor covenants and agrees with Administrative Agent and the Lenders that, until the Commitments have expired or been terminated and all Obligations have been paid in full indefeasibly in cash:
8.01Financial Statements and Other Information. Borrower or Parent Guarantor, as applicable, will furnish to Administrative Agent:
(a)as soon as available and in any event within 30 days after the end of each month, the consolidated balance sheets of Parent Guarantor and its Subsidiaries as of the end of such month, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent Guarantor and its Subsidiaries for such month, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year;
(b)as soon as available and in any event within 90 days after the end of each fiscal year (or, if later, on the date required to be filed with the SEC (after giving effect to any extension granted thereby)), the consolidated balance sheets of Parent Guarantor and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of Parent Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of KPMG International Cooperative or another firm of independent certified public accountants of recognized national standing acceptable to the Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to qualification or exception as to the scope of such audit;
(c)[reserved];
(d)together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit D (a “Compliance Certificate”) including details of any material issues that are raised by auditors;
(e)[reserved];
(f)as soon as available, but in no event later than 90 days after the end of each fiscal year, a consolidated financial forecast for Parent Guarantor and its Subsidiaries for the following fiscal year in the form presented to the board of directors of the Parent Guarantor;
(g)promptly, and in any event within five (5) Business Days, after the same are released, copies of all press releases;
(h)promptly, and in any event within ten (10) Business Days after receipt thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which an Obligor may become subject from time to 

49
DMS 17185250.10




​

time concerning any investigation by such agency regarding financial or other operational results of such Obligor;
(i)the information regarding insurance maintained by Parent Guarantor and its Subsidiaries as required under Section 8.05;
(j)[reserved]; and
(k)within five (5) Business Days of delivery, copies of all statements, reports and notices made available to holders of Permitted Subordinated Debt.
Notwithstanding the foregoing, documents required to be delivered pursuant to the terms of this Section 8.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Parent Guarantor posts such documents, or provides a link thereto, on the Parent Guarantor’s website on the internet at the Parent Guarantor’s website address. For purposes of clarity, to the extent documents are posted electronically in accordance with SEC requirements, any requirement for prompt delivery under this Section 8.01 shall be deemed satisfied.
8.02Notices of Material Events. Borrower will furnish to Administrative Agent written notice of the following promptly, and, unless otherwise provided in this Section, in no event later than five (5) Business Days, after a Responsible Officer first learns of the existence of:
(a)the occurrence of any Default;
(b)notice of the occurrence of any event with respect to an Obligor’s property or assets resulting in a Loss aggregating $500,000 (or the Equivalent Amount in other currencies) or more;
(c)(A) any proposed acquisition of stock, assets or property by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to any Obligor’s Knowledge, threatened against or affecting Parent Guarantor or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material;
(d)the assertion of any environmental matter by any Person against, or with respect to the activities of, Parent Guarantor or any of its Subsidiaries and any alleged violation of or non- compliance with any Environmental Laws or any permits, licenses or authorizations which could reasonably be expected to involve damages in excess of $100,000 other than any environmental matter or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect;

50
DMS 17185250.10




​

(e)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Parent Guarantor or any of its Affiliates that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(f)(i) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto;
(g)(i) the termination of any Material Agreement; (ii) the receipt by Parent Guarantor or any of its Subsidiaries of any material notice under any Material Agreement; (iii) the entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement;
(h)the reports and notices as required by the Security Documents;
(i)within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors;
(j)notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor;
(k)a material licensing agreement or arrangement entered into by Parent Guarantor or any Subsidiary in connection with any infringement or alleged infringement of the Intellectual Property of another Person;
(l)any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(m)concurrently with the delivery of financial statements under Section 8.01(b), the creation or other acquisition of any Intellectual Property by Parent Guarantor or any Subsidiary after the Closing Date and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority;
(n)any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Administrative Agent an updated Schedule 4 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change; or

51
DMS 17185250.10




​

(o)such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including with respect to the Collateral) as Administrative Agent may from time to time reasonably request.
Each notice delivered under this Section 8.02 shall be accompanied by a statement of a financial officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Notwithstanding the foregoing, documents required to be delivered pursuant to the terms of clauses (d), (e), (g), (i) and (j) of this Section 8.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Parent Guarantor posts such documents, or provides a link thereto, on the Parent Guarantor’s website on the internet at the Parent Guarantor’s website address. For purposes of clarity, to the extent documents required to be delivered pursuant to the terms of clauses (d), (e), (g), (i) and (j) of this Section 8.02 are posted electronically in accordance with SEC requirements, any requirement for prompt delivery under this Section 8.02 shall be deemed satisfied.
8.03Existence; Conduct of Business. Such Obligor will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 9.03.
8.04Payment of Obligations. Such Obligor will, and will cause each of its Subsidiaries to, pay and discharge its obligations, including (i) all Taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties or assets prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which, if unpaid, might become a Lien upon any properties or assets of Parent Guarantor or any Subsidiary; and (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property not constituting a Permitted Lien; provided that such payment and discharge shall not be required with respect to any such Tax, fees assessments or governmental charges or levies or such claims, so long as the validity or amount thereof are being contested in good faith by appropriate proceedings and are adequately reserved against in accordance with GAAP.
8.05Insurance. Such Obligor will maintain, and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Upon the request of Administrative Agent or the Majority Lenders, such Obligor shall furnish Administrative Agent from time to time with full information as to the insurance carried by it and, if so requested, copies of all such insurance policies. Such Obligor also shall furnish to Administrative Agent from time to time upon the request of Administrative Agent or the Majority Lenders a certificate from such Obligor’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to insurance on the Collateral have been paid, and that such policies are in full force and effect. Such Obligor shall use commercially reasonable efforts to ensure, or cause 

52
DMS 17185250.10




​

others to ensure, that all insurance policies required under this Section 8.05 shall provide that they shall not be terminated or cancelled nor shall any such policy be materially changed in a manner adverse to such Obligor without at least 30 days’ prior written notice to such Obligor and Administrative Agent. Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder and, unless the Borrower have delivered evidence that it has obtained replacement insurance that satisfies the requirements of this Section, shall entitle the Administrative Agent to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of this Section 8.05 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of such Obligor (payable on demand). The amount of any such expenses shall accrue interest at the Default Rate if not paid on demand, and shall constitute “Obligations.”
8.06Books and Records; Inspection Rights.
(a)Such Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.
(b)Such Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, to inspect its facilities and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and intervals (but not more often than once a year unless an Event of Default has occurred and is continuing) as Administrative Agent may request.
(c)The Obligors shall pay all documented out-of-pocket costs of all such inspections.
(d)If Administrative Agent’s outside counsel determines in writing that other rights of consultation are necessary under applicable legal authorities promulgated after the Closing Date to preserve the qualification of Administrative Agent’s, or any Lender’s, investment as a “venture capital investment” for purposes of ERISA, the Obligors will work in good faith to agree to an amendment to this Section 8.06 to reflect such other rights.
8.07Compliance with Laws and Other Obligations. Such Obligor will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (ii) comply with all terms of Indebtedness and all other Material Agreements, except in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
8.08Maintenance of Properties, Etc.
(a)Such Obligor shall, and shall cause each of its Subsidiaries to, maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation excepted.

53
DMS 17185250.10




​

(b)[Reserved].
8.09Licenses. Such Obligor shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, authorizations, consents, filings, exemptions, registrations and other Governmental Approvals necessary in connection with the execution, delivery and performance of the Loan Documents, the consummation of the Transactions or the operation and conduct of its business and ownership of its properties, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
8.10Action under Environmental Laws. Such Obligor shall, and shall cause each of its Subsidiaries to, upon becoming aware of the presence of any Hazardous Materials or the existence of any environmental liability under applicable Environmental Laws with respect to their respective businesses, operations or properties, take all actions, at their cost and expense, as shall be necessary or advisable to investigate and clean up the condition of their respective businesses, operations or properties, including all required removal, containment and remedial actions, and restore their respective businesses, operations or properties to a condition in compliance with applicable Environmental Laws, except to the extent failure to do so would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
8.11Use of Proceeds. The proceeds of the Loans will be used only as provided in Section 2.04. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U and Regulation X.
8.12Certain Obligations Respecting Subsidiaries; Further Assurances.
(a)Subsidiary Guarantors. Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries (other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i)), are, at the discretion of the Administrative Agent, “Subsidiary Guarantors”. Without limiting the generality of the foregoing, in the event that Parent Guarantor or any of its Subsidiaries shall form or acquire any new Subsidiary (other than any new Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i)), such Obligor and its Subsidiaries will within thirty (30) days of such formation or acquisition:
(i)cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to an Assumption Agreement; 
(ii)take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to the extent required by the applicable Security Document) valid and enforceable Liens with the priority required by the applicable Security Document (subject to Permitted Priority Liens) on substantially all of the property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;

54
DMS 17185250.10




​

(iii)to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and
(iv)deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.
(b)Excluded Foreign Subsidiaries.
(i)In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (A) total revenues constituting 5% or more of the total revenues of Parent Guarantor and its Subsidiaries on a consolidated basis, or (B) total assets constituting 5% or more of the total assets of Parent Guarantor and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the Excluded Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (A) and (B) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Parent Guarantor and its Subsidiaries, taken as a whole.
(ii)With respect to each First-Tier Foreign Subsidiary that is not a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 65% of each class of voting Equity Interest and 100% of all other Equity Interests in such First-Tier Foreign Subsidiaries in favor of the Secured Parties as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that any Obligor shall form or acquire any new Subsidiary that is a First-Tier Foreign Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the formation or acquisition of such Subsidiary (or such longer time as consented to by Administrative Agent in writing) grant a security interest and Lien in 65% of each class of voting Equity Interests and 100% of all other Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations (provided that in the case of a First- Tier Foreign Subsidiary that is a Subsidiary Guarantor or Borrower, such Obligor shall grant a security interest and Lien in 100% of the Equity Interests of such Subsidiary in favor of the Secured Parties as Collateral for the Obligations), including entering into any necessary local law security documents and delivery of certificated securities issued by such First-Tier Foreign Subsidiary as required by this Agreement or the Security Agreement.
(c)Further Assurances. Such Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by Administrative Agent or the Majority Lenders to effectuate the purposes and objectives of this Agreement.
Without limiting the generality of the foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from time to time (including executing and delivering such assignments, security agreements, control agreements, 

55
DMS 17185250.10




​

applications and other instruments prepared by the Administrative Agent or its counsel) as shall be reasonably requested by Administrative Agent or the Majority Lenders to create, in favor of the Secured Parties, perfected security interests and Liens in substantially all of the property of such Obligor as collateral security for the Obligations; provided that any such security interest or Lien shall be subject to the relevant requirements of, and limitations set forth in, the Security Documents.
Notwithstanding any provision under this Agreement or other Loan Documents to the contrary, (i) the Obligors shall not be required to take any actions in any jurisdiction outside the United States to grant or perfect a security interest in any asset to the extent the Administrative Agent determines that the costs or burdens thereof are disproportionate to the practical benefit obtained by the Secured Parties by reference to the costs or burdens of creating or perfecting the lien versus the value of the assets being secured, (ii) [reserved]; (iii) unless an Event of Default has occurred and is continuing under Sections 11.01(a), (b), (d) (solely in respect of Sections 9 and 10), (h), (i), (j), (m), (n), or (p), the Swedish Guarantor shall not be required to take any actions in Sweden except as required pursuant to the Swedish Security Document (if any); (iv) no Obligor shall be responsible for the reimbursement of legal and filing costs, duties, fees, expenses, stamp taxes, any other Taxes, and other amounts incurred or payable in respect of actions required to perfect the Liens on Intellectual Property in jurisdictions outside of the United States in excess of $15,000 in respect for each foreign jurisdiction, or $50,000 in the aggregate for all foreign jurisdictions; and (v) other than in respect of executing and delivering assignments, security agreements, control agreements, applications and other instruments prepared by the Administrative Agent or its counsel relating to Intellectual Property, no Subsidiary Guarantor or Borrower shall be obligated to take, or cause to be taken, any further steps to perfect any security interest or Lien granted in favor of the Secured Parties in the Intellectual Property (other than Material Intellectual Property) owned by the Obligors as of the Closing Date.
8.13Termination of Non-Permitted Liens. In the event that Parent Guarantor any of its Subsidiaries shall become aware or be notified by Administrative Agent or any Lender of the existence of any outstanding Lien against any Property of Parent Guarantor or any of its Subsidiaries, which Lien is not a Permitted Lien, the applicable Obligor shall use its best efforts to promptly terminate or cause the termination of such Lien.
8.14Intellectual Property. In the event that the Obligors acquire Obligor Intellectual Property during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property shall automatically constitute part of the Collateral under the Security Documents (provided that Administrative Agent reserves the right, with the consent of the applicable Obligor which shall not be unreasonably withheld (provided further that it will not be deemed unreasonable for the applicable Obligor to withhold consent for the reasons specified in clause (i), (iv) and (v) of the ultimate (unnumbered) paragraph of Section 8.12) to perfect its security interest in the Intellectual Property registered in Sweden and that, in the event Administrative Agent determines to so perfect its security interest, the relevant Obligor shall take any action reasonably required by Administrative Agent to effect such perfection), without further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Obligor Intellectual Property only from and 

56
DMS 17185250.10




​

after the date, if any, subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein).
8.15[Reserved].
8.16Post-Closing Items.
(a)Borrower shall cause to be delivered duly executed control agreements in favor of Administrative Agent for the benefit of the Secured Parties for all Deposit Accounts, and Securities Accounts, and Commodity Accounts owned by the Obligors in the United States within ten (10) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).
(b)Borrower shall at all times maintain no less than 95% of global cash in domestic Deposit Accounts listed in Schedule 4 to the Security Agreement which are subject to control agreements in favor of, and in form and substance reasonable acceptable to, Administrative Agent.
(c)Borrower shall cause to be delivered duly executed bailee waivers executed by each of Cardinal Health 105, Inc. and Pantherx Rare in favor of Administrative Agent for the benefit of the Secured Parties, in each case (x) in form and content reasonably acceptable to Administrative Agent and (y) within twenty (20) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).
(d)Borrower shall cause to be delivered endorsements to the insurance policies required to be delivered hereunder, in form and content reasonably acceptable to Administrative Agent, within twenty (20) days after the Closing Date (or such later date as Administrative Agent may reasonably agree in writing).
(e)Borrower shall cause to be delivered evidence of the satisfaction in full of the claim owing to the Swedish Tax Authority, by Swedish Guarantor, in the amount of SEK 4,635,626, in form and content reasonably acceptable to Administrative Agent, within ten (10) Business Days after the Closing Date.
SECTION 9​
NEGATIVE COVENANTS
Each Obligor covenants and agrees with Administrative Agent and the Lenders that, until the Commitments have expired or been terminated and all Obligations have been paid in full indefeasibly in cash:
9.01Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, whether directly or indirectly, except:
(a)the Obligations;

57
DMS 17185250.10




​

(b)Indebtedness existing on the Closing Date and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Majority Lenders;
(c)[reserved];
(d)accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of Parent Guarantor’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP;
(e)Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business;
(f)Indebtedness of any Obligor to any other Obligor; provided that such Indebtedness is subordinated to the Obligations in accordance with Section 15 and the Swedish Guarantor shall not incur any Indebtedness to another Obligor;
(g)Indebtedness owed to Bank of America, N. A., Allied Irish Banks, p.l.c., any of their respective Affiliates or any other financial institution under a corporate credit card program between an Obligor and such lender not to exceed $375,000 at any time;
(h)Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by any Obligor or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $125,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);
(i)[reserved];
(j)Indebtedness approved in advance in writing by the Majority Lenders;
(k)Indebtedness consisting of guaranties of performance by the Parent Guarantor of the contractual obligations (other than any Indebtedness for borrowed money and any Indebtedness of a type described in clause (b) of the definition of Indebtedness) of any other Obligor in the ordinary course of business; or
(l)non-cash loans and other credit extensions made by any Obligor to the Swedish Guarantor in respect of intercompany liabilities incurred by the Swedish Guarantor in its ordinary course of business as permitted under Section 9.18.
9.02Liens. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by 

58
DMS 17185250.10




​

it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a)Liens securing the Obligations;
(b)any Lien on any property or asset of Parent Guarantor or any of its Subsidiaries existing on the Closing Date and set forth in Part II of Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of Parent Guarantor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c)[reserved];
(d)Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the fixed or capital assets, the acquisition, repair, improvement or construction of which is being financing under Section 9.01(h);
(e)Liens imposed by law which were incurred in the ordinary course of business securing liabilities in the aggregate amount not to exceed $25,000, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP;
(f)pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation;
(g)Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made;
(h)servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors;
(i)with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which do not in any case materially detract 

59
DMS 17185250.10




​

from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors;
(j)Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business
(k)Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens only attach to cash collateral located in an account of an Obligor held at the lender of such Indebtedness in an amount not to exceed $375,000 at any one time; or
(l)Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;
provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (l) shall apply to any Material Intellectual Property.
9.03Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock or share capital, as applicable, of, or be a party to any acquisition of, any Person, except:
(a)Investments permitted under Section 9.05(e);
(b)the merger, amalgamation or consolidation of any Obligor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into an Obligor, such Obligor shall be the surviving entity and in the case of a merger, amalgamation or consolidation with or into the Borrower, the Borrower shall be the surviving entity;
(c)the sale, lease, transfer or other disposition by any Obligor (other than the Borrower) of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor (other than the Swedish Guarantor);
(d)the sale, transfer or other disposition of the capital stock or share capital, as applicable, of any Obligor to any other Obligor (other than the Swedish Guarantor); and
(e)Permitted Acquisitions for consideration in an amount not exceeding $1,000,000 in the aggregate.
9.04Lines of Business. Such Obligor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than the business engaged in on the Closing Date by Parent Guarantor or any Subsidiary or a business reasonably related thereto.
9.05Investments. Such Obligor will not, and will not permit any of its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding any Investments except:
(a)Investments outstanding on the Closing Date and identified in Schedule 9.05;

60
DMS 17185250.10




​

(b)operating deposit accounts with banks;
(c)extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business;
(d)Permitted Cash Equivalent Investments;
(e)Investments by any Obligor in any other Obligor, other than the Swedish Guarantor (for greater certainty, Parent Guarantor shall not be permitted to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries);
(f)Hedging Agreements entered into in the ordinary course of Parent Guarantor’s financial planning solely to hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of $100,000 (or the Equivalent Amount in other currencies);
(g)Investments consisting of security deposits with utilities and other like Persons made in the ordinary course of business;
(h)Investments consisting of (i) employee loans, travel advances and guarantees in accordance with a Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Parent Guarantor pursuant to employee stock plans or agreements approved by Parent Guarantor’s Board of Directors, which in the aggregate for clause (i) and (ii) shall not exceed $100,000 outstanding at any time (or the Equivalent Amount in other currencies);
(i)Investments received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients;
(j)non-cash Investments in joint ventures or strategic alliances in the ordinary course of such Obligor’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support;
(k)Investments permitted under Section 9.03;
(l)Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of any Obligor;
(m)Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business;
(n)Investments consisting of guaranties of performance by the Parent Guarantor of the contractual obligations (other than any Indebtedness for borrowed money and any Indebtedness of a type described in clause (b) of the definition of Indebtedness) of any other Obligor in the ordinary course of business;
(o)[Reserved]; or

61
DMS 17185250.10




​

(p)Investments by any Obligor in the Swedish Guarantor constituting non-cash loans and other credit extensions by such Obligor to the Swedish Guarantor in respect of intercompany liabilities incurred by the Swedish Guarantor in its ordinary course of business as permitted under Section 9.18.
9.06Restricted Payments. Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:
(a)Parent Guarantor may declare and pay dividends with respect to its capital stock payable solely in additional ordinary shares; or
(b)any Obligor may pay dividends to any other Obligor (other than the Swedish Guarantor).
9.07Payments of Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other Indebtedness permitted under the terms of any subordination to the Obligations, and (iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f).
9.08Change in Fiscal Year. Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the Closing Date, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to that of Parent Guarantor.
9.09Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable, Intellectual Property and capital stock or share capital, as applicable, of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except:
(a)transfers of cash in the ordinary course of its business for equivalent value;
(b)sales of inventory in the ordinary course of its business on ordinary business terms;
(c)development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time; provided that each such license does not effect a legal transfer of title to such Intellectual Property rights and that each such license must be a true license as opposed to a license that is a sales transaction in substance;
(d)transfers of Property by any Subsidiary Guarantor to any other Obligor (other than the Swedish Guarantor);

62
DMS 17185250.10




​

(e)dispositions of any equipment that is obsolete or worn out or no longer used or useful in the Business;
(f)any transaction permitted under Section 9.03 or 9.05;
(g)any other Asset Sale the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i);
(h)[reserved]; or
(i)the abandonment, cancellation and discontinuation of Intellectual Property of the Obligors, other than Material Intellectual Property, in the Obligors’ reasonable business judgment.
9.10Transactions with Affiliates. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:
(a)transactions between or among Obligors;
(b)any transaction permitted under Section 9.01, 9.05, 9.06 or 9.09;
(c)customary compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Parent Guarantor or any Subsidiary in the ordinary course of business,
(d)Parent Guarantor may issue Equity Interests to Affiliates in exchange for cash; provided that the terms thereof are no less favorable (including the amount of cash received by Parent Guarantor) to Parent Guarantor than those that would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of Parent Guarantor; or
(e)the transactions set forth on Schedule 9.10.
9.11Restrictive Agreements. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Restrictive Agreement other than (a) restrictions and conditions imposed by law or by this Agreement and (b) Restrictive Agreements listed on Schedule 7.15.
9.12Amendments to Material Agreements; Organizational Documents. Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or modification of any Material Agreement or terminate any Material Agreement (unless replaced with another agreement that, viewed as a whole, is on the same or better terms for Parent Guarantor or such Subsidiary or except to the extent such amendment, modification or termination could not reasonably be expected to result in a Material Adverse Effect). Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or modification of its organizational documents in a manner that could be materially adverse to the rights or remedies of Administrative Agent and the Lenders.

63
DMS 17185250.10




​

9.13Operating Leases. Parent Guarantor will not, and will not permit any of its Subsidiaries to, make any expenditures in respect of operating leases, except for:
(a)real estate operating leases;
(b)operating leases between Parent Guarantor and any of its wholly-owned Subsidiaries or between any of Parent Guarantor’s wholly-owned Subsidiaries; and
(c)operating leases that would not cause Parent Guarantor and its Subsidiaries, on a consolidated basis, to make payments exceeding $250,000 (or the Equivalent Amount in other currencies) in any fiscal year.
9.14Sales and Leasebacks. Except as disclosed on Schedule 9.14, such Obligor will not, and will not permit any of its Subsidiaries to, become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of any property (whether real, personal, or mixed), whether now owned or hereafter acquired, (i) which Parent Guarantor or such Subsidiary has sold or transferred or is to sell or transfer to any other Person and (ii) which Parent Guarantor or such Subsidiary intends to use for substantially the same purposes as property which has been or is to be sold or transferred.
9.15Hazardous Material. Such Obligor will not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure to comply could not reasonably be expected to result in a Material Adverse Change.
9.16Accounting Changes. Such Obligor will not, and will not permit any of its Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required or permitted by GAAP.
9.17Compliance with ERISA. No Obligor or any ERISA Affiliate thereof shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan, (b) any other ERISA Event that would, in the aggregate, have a Material Adverse Effect, or (c) any event that could result in the imposition of a Lien with respect to any Benefit Plan.
9.18Swedish Guarantor. The Swedish Guarantor shall not incur any liabilities (other than the Obligations under the Loan Documents, intercompany liabilities to other Obligors, obligations incurred in respect of the development of Recorlev and such immaterial liabilities as are incidental to its legal status) or hold any assets (other than Investments in its Subsidiaries, subordinated intercompany receivables and regulatory approvals; provided that with respect to any Investments acquired after the Closing Date such Investments are pledged subject to documentation satisfactory to the Administrative Agent in its reasonable discretion).
SECTION 10​
RIGHT TO INVEST; CONVERSION OPTION
10.01Right to Invest. The Lenders shall have the right, in their sole discretion, but not the obligation, to participate in any sale of Parent Guarantor’s Equity Interests from the Closing Date 

64
DMS 17185250.10




​

through the date 18 months thereafter (any such sale, a “Subsequent Financing”), in an amount of up to $1,000,000 on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing; provided, however, that such terms shall exclude any seat on the board of directors of Parent Guarantor that may be offered to other investors participating in a Subsequent Financing.
10.02Conversion Option.
(a)Subject to the conditions in Section 10.02(b), Parent Guarantor and the Borrower grant to the Lenders an option to convert up to $3,000,000 of the aggregate principal amount outstanding under the Loans under this Agreement into Qualified Securities on the terms set out in this Section 10.02 (the “Conversion Option”).
(b)The Conversion Option is subject to: 
(i)the closing price of the ordinary shares of Parent Guarantor as reported by Bloomberg, L.P. on the Nasdaq stock market for each of the 7 consecutive trading days immediately preceding the Conversion Completion Date, being greater than or equal to the Conversion Price; and 
(ii)the number of Option Shares issued in satisfaction of any exercise by the Lender of the Conversion Option not exceeding 20% of the total trading volume of the ordinary shares of Parent Guarantor for the 22 consecutive trading days immediately prior to any Conversion Completion Date. 
(c)The number of Qualified Securities to be allotted and issued by Parent Guarantor on a Conversion Completion Date (the “Option Shares”) shall be equal to the quotient of (x) the amount up to $3,000,000 in respect of which the Conversion Option is being exercised divided by (y) the Conversion Price as of the Conversion Date and rounded down to the nearest whole ordinary share of Parent Guarantor.
(d)The Conversion Option will be exercised only by such Lender delivering a Conversion Notice to the Borrower and Parent Guarantor in accordance with Section 13.02, which will include:
(i)the date on which the Conversion Notice is given; 
(ii)a statement to the effect that the Lender is exercising the Conversion Option;
(iii)the amount in respect of which the Conversion Option is being exercised (the “Conversion Amount”), the Conversion Price and the number of Option Shares to be issued, as calculated in accordance with Section 10.02(c);
(iv)a date, which is no less than five (5) and no more than fifteen (15) Business Days after the date of the Conversion Notice, on which the allotment and issuance of the Option Shares is to take place (the “Conversion Completion Date”); and 

65
DMS 17185250.10




​

(v)a signature of the Lender. 
(e)Once delivered, a Conversion Notice may not be revoked without the written consent of Parent Guarantor. 
(f)On each Conversion Completion Date: 
(i)the Lender shall, without any further act on its part, be deemed to: 
(A)subscribe for the applicable Option Shares; and 
(B)irrevocably agree to the prepayment of the principal amount of the Loans in an amount equal to the Conversion Amount; and 
(ii)Parent Guarantor shall, at its own expense: 
(A)allot and issue the Option Shares, credited as fully paid up in cash to the Lender; and 
(B)procure that the name of the Lender is entered in its register of members as the holder of the Option Shares. 
(g)The consideration payable for all Option Shares shall be satisfied in cash by the Borrower or, if the consideration for any Option Shares qualifies as the release of a liability of Parent Guarantor for a liquidated sum pursuant to section 64(3)(c) of the Irish Companies Act, by Parent Guarantor.
​
SECTION 11​
EVENTS OF DEFAULT
11.01Events of Default. Each of the following events shall constitute an “Event of Default”.
(a)Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b)(i) any Obligor shall fail to pay any interest on any Loan or any fee due under the Loan Documents when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days or (ii) any Obligor shall fail to pay any other Obligation (other than an amount referred to in Section 11.01(a) and 11.01(b)(i)) when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;
(c)any representation or warranty made or deemed made by or on behalf of Parent Guarantor or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this 

66
DMS 17185250.10




​

Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall: (i) prove to have been incorrect when made or deemed made to the extent that such representation or warranty contains any materiality or Material Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse Effect qualifier;
(d)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02, 8.03 (with respect to an Obligor’s existence), 8.11, 8.12, 8.14, 8.16, 9 or 10;
(e)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 11.01(a), (b) or (d)) or any other Loan Document, and, in the case of any failure that is capable of cure, if such failure shall continue unremedied for a period of 25 or more days;
(f)Parent Guarantor or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace or cure period as originally provided by the terms of such Indebtedness;
(g)(i) any material breach of, or “event of default” or similar event by any Obligor under, any Material Agreement, (ii) any material breach of, or “event of default” or similar event under, the documentation governing any Material Indebtedness shall occur, or (iii) any event or condition occurs (A) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness;
(h)any Obligor:
(i)becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any class of its creditors;
(ii)commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal (or files a notice of its intention to do so);
(iii)institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, examinership, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal, provincial or foreign Law now or hereafter in effect relating to bankruptcy, winding-up, 

67
DMS 17185250.10




​

insolvency, examinership, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;
(iv)applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, examiner, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property; or
(v)takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section 11.01(h) or (i), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof;
(i)any petition is filed, application made or other proceeding instituted against or in respect of Parent Guarantor or any Subsidiary:
(i)seeking to adjudicate it an insolvent;
(ii)seeking a receiving order against it;
(iii)seeking liquidation, dissolution, winding-up, examinership, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any federal, provincial or foreign law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, examinership, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or
(iv)seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, examiner, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property, and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof;
provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against Parent Guarantor or such Subsidiary thereunder in the interim, such grace period will cease to apply; provided further that if Parent Guarantor or such Subsidiary files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply;
(j)any other event occurs which, under the laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Section 11.01(h) or (i);
(k)one or more judgments or settlements for the payment of money in an aggregate amount in excess of $250,000 (or the Equivalent Amount in other currencies) shall be rendered against or entered into by any Obligor or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively 

68
DMS 17185250.10




​

stayed, or any action shall be legally taken by a judgment or settlement creditor to attach or levy upon any assets of any Obligor to enforce any such judgment or settlement;
(l) (i) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent Guarantor and its Subsidiaries in an aggregate amount exceeding (i) $250,000 in any year or (ii) $750,000 for all periods until repayment of all Obligations;
(m)a Change of Control shall have occurred;
(n)a Material Adverse Change shall have occurred;
(o)(i) any Lien created by any of the Security Documents shall at any time not constitute a valid and perfected Lien on the applicable Collateral (in accordance with the terms of the Security Documents) in favor of the Secured Parties, free and clear of all other Liens (other than Permitted Liens), (ii) except for expiration in accordance with its terms, any of the Security Documents or any Guarantee of any of the Obligations (including that contained in Section 14) shall for whatever reason cease to be in full force and effect, or (iii) any of the Security Documents, any Guarantee of any of the Obligations (including that contained in Section 14), or the enforceability thereof, shall be repudiated or contested by any Obligor; and
(p)any injunction, whether temporary or permanent, shall be rendered against any Obligor that prevents the Obligors from selling or manufacturing the Product or its commercially available successors, or any of their other material and commercially available products in the United States for more than sixty (60) consecutive calendar days.
11.02Remedies. 
(a)Upon the occurrence of any Event of Default, then, and in every such event (other than an Event of Default described in Section 11.01(h), (i) or (j)), and at any time thereafter during the continuance of such event, the Majority Lenders may, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations, shall become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.
(b)Upon the occurrence of any Event of Default described in Section 11.01(h), (i) or (j), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, shall automatically become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.

69
DMS 17185250.10




​

(c)Prepayment Premium, Final Payment and Redemption Price.  (i) For the avoidance of doubt, the Prepayment Premium and the Final Payment (as a component of the Redemption Price) shall be due and payable at any time the Loans become due and payable prior to the Stated Maturity Date for any reason, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to Borrower in accordance with Section 11.02(a), or automatically, in accordance with Section 11.02(b)), by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Loans or Loan Documents that would otherwise evade, avoid, or otherwise disappoint the expectations of Lenders in receiving the full benefit of their bargained-for Prepayment Premium or Redemption Price as provided herein). The Obligors and Lenders acknowledge and agree that any Prepayment Premium, the Final Payment and the fees due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 502(b)(3) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. In the event that any portion of the Loans becomes due and payable prior to the Stated Maturity Date, whether as a result of acceleration or any other required prepayment event, the “Redemption Date” for purposes of calculating the Prepayment Premium will be the date of such acceleration or the date of occurrence of the event that triggered such obligation to prepay.
(ii)Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Redemption Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including in the case of any Obligor’s bankruptcy filing, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach hereof or thereof by any Obligor shall constitute secured obligations owing to the Lenders.
SECTION 12​
ADMINISTRATIVE AGENT
12.01Appointment and Duties. (a) Appointment of Administrative Agent. Each Lender hereby irrevocably appoints Avenue (together with any successor Administrative Agent pursuant to Section 12.09) as Administrative Agent hereunder and authorizes Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Obligor or any of its Subsidiaries, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Administrative Agent under such Loan Documents, (iii) act as agent of such Lender for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Obligors on the Collateral to secure any of the Obligations and (iv) exercise such powers as are reasonably incidental thereto. 

70
DMS 17185250.10




​

(b)Duties as Collateral and Disbursing Agent. Without limiting the generality of Section 12.01(a), Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 11.01(h), (i) or (j) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.01(h), (i) or (j), or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Loan Documents and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) enter into any subordination agreement or intercreditor agreement with respect to Indebtedness of an Obligor, (viii) enter into non-disturbance agreements and similar agreements and (ix) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Administrative Agent and the Secured Parties for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by an Obligor with, and cash and Permitted Cash Equivalent Investments held by, such Lender, and may further authorize and direct any Lender to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.
(c)Limited Duties. Under the Loan Documents, Administrative Agent (i) is acting solely on behalf of the Lenders, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in the foregoing clauses (i) through (iii).
12.02Binding Effect. Each Lender agrees that (i) any action taken by Administrative Agent or the Majority Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Administrative Agent in reliance upon the instructions of the Majority Lenders (or, where so required, such 

71
DMS 17185250.10




​

greater proportion) and (iii) the exercise by Administrative Agent or the Majority Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.
12.03Use of Discretion. (a) No Action without Instructions. Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Majority Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).
(b)Right Not to Follow Certain Instructions. Notwithstanding Section 12.03(a), Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Administrative Agent, any other Secured Party) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.
12.04Delegation of Rights and Duties. Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through or to any trustee, co-agent, sub-agent, employee, attorney-in-fact and any other Person (including any other Secured Party). Any such Person shall benefit from this Section 12 to the extent provided by Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.
12.05Reliance and Liability. (a)  Administrative Agent may, without incurring any liability hereunder, (i) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Obligor) and (ii) rely and act upon any document and information and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.
(b)None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and each Obligor hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent:

72
DMS 17185250.10




​

(i)shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Majority Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent);
(ii)shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;
(iii)makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person, in or in connection with any Loan Document or any transaction contemplated therein, whether or not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and
(iv)shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Obligor or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Obligor or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders);
and, for each of the items set forth in clauses (i) through (iv) above, each Lender and each Obligor hereby waives and agrees not to assert any right, claim or cause of action it might have against Administrative Agent based thereon.
12.06Administrative Agent Individually. Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests of, engage in any kind of business with, any Obligor or Affiliate thereof as though it were not acting Administrative Agent and may receive separate fees and other payments therefor. To the extent Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Majority Lender”, and any similar terms shall, except where otherwise expressly provided in any Loan Document, include Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Majority Lenders, respectively.
12.07Lender Credit Decision. Each Lender acknowledges that it shall, independently and without reliance upon Administrative Agent, any Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Obligor and make and continue to make its own credit decisions in 

73
DMS 17185250.10




​

connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.
12.08Expenses; Indemnities. (a)  Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly, upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.
(b)Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Administrative Agent’s or such Related Person’s gross negligence or willful misconduct.
12.09Resignation of Administrative Agent.  (a) Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrower, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. If Administrative Agent delivers any such notice, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If, within 30 days after the retiring Administrative Agent having given notice of resignation, no successor Administrative Agent has been appointed by the Majority Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Each appointment under this Section 12.09(a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.
(b)Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly 

74
DMS 17185250.10




​

acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 12.03, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.
12.10Release of Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate) the following:
(a)any Subsidiary of Parent Guarantor from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; or
(b)subject to Section 12.11, any Lien held by Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is disposed of by an Obligor in an Asset Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien described in Section 9.02(d) and (iii) all of the Collateral and all Obligors, upon (A) termination of the Commitments, (B) payment and satisfaction in full of all Loans and all other Obligations that Administrative Agent has been notified in writing are then due and payable, (C) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to Administrative Agent; 
(c)Each Lender hereby directs Administrative Agent, and Administrative Agent hereby agrees, upon receipt of reasonable advance notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 12.10.
12.11Release of Swedish Liens. Notwithstanding any other provisions in this Agreement or in any of the other Loan Documents, the release of any perfected Lien (or Lien which purports to be or is required to be perfected) under any Swedish Security Document shall always be subject to the prior written consent of the Administrative Agent (such consent to be given on a case by case basis and at the sole discretion of the Administrative Agent) other than following the discharge in full of all Loans and all other Obligations. Each Secured Party irrevocably authorizes the Administrative Agent to release such Lien without notification or further reference to the Secured Parties.
SECTION 13​
MISCELLANEOUS

75
DMS 17185250.10




​

13.01No Waiver. No failure on the part of Administrative Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
13.02Notices. All notices, requests, instructions, directions and other communications provided for herein (including any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by telecopy and e-mail) delivered, if to any Obligor, the Administrative Agent or any Lender, to its address specified on the signature pages hereto or its Assumption Agreement, as the case may be, or at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given upon receipt of a legible copy thereof, in each case given or addressed as aforesaid. All such communications provided for herein by telecopy shall be confirmed in writing promptly after the delivery of such communication (it being understood that non-receipt of written confirmation of such communication shall not invalidate such communication). Unless the Administrative Agent otherwise prescribes, notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement).
13.03Expenses, Indemnification, Etc.
(a)Expenses. Borrower agrees to pay or reimburse (i) Administrative Agent and the Lenders for all of their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Barnes & Thornburg LLP, special counsel to Administrative Agent and the Lenders, and any sales, goods and services or other similar Taxes applicable thereto, and printing, reproduction, document delivery and travel costs) in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Loans (exclusive of post-closing costs), (y) post-closing costs and (z) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated) and (ii) Administrative Agent and the Lenders for all of their out of pocket costs and expenses (including the fees and expenses of legal counsel) in connection with any enforcement or collection proceedings resulting from the occurrence of an Event of Default.
(b)Indemnification. Each Obligor hereby indemnifies Administrative Agent, each Lender, their respective Affiliates, and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an “Indemnified Party”) from and against, and agrees to hold them harmless against, any and all Claims and Losses of any kind (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, and any claim, investigation, litigation or proceeding or the preparation of any defense 

76
DMS 17185250.10




​

with respect thereto arising out of or in connection with or relating to any of the foregoing, whether or not any Indemnified Party is a party to an actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based in contract, tort or any other theory, and whether or not such investigation, litigation or proceeding is brought by Borrower, any of its shareholders or creditors, and whether or not the conditions precedent set forth in Section 6 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. No Obligor shall assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. Parent Guarantor, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties are each sometimes referred to in this Agreement as a “Borrower Party.” No Lender shall assert any claim against any Borrower Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans.
13.04Amendments, Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by Borrower and the Majority Lenders (or Administrative Agent on behalf of such Majority Lenders); provided, however, that:
(a)the consent of all of the Lenders shall be required to:
(i)amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Loans, reduce the fees payable hereunder, reduce interest rates or other amounts payable with respect to the Loans, extend any date fixed for payment of principal, interest or other amounts payable relating to the Loans or extend the repayment dates of the Loans;
(ii)amend the provisions of Section 6;
(iii)amend, modify, discharge, terminate or waive any Security Document if the effect is to release a material part of the Collateral subject thereto other than pursuant to the terms hereof or thereof; or
(iv)amend this Section 13.04; and
(b)no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Administrative Agent (or otherwise modify any provision of Section 12 or the application thereof) unless in writing and signed by Administrative Agent in addition to any signature otherwise required.

77
DMS 17185250.10




​

Notwithstanding anything to the contrary herein, (a) [reserved]; and (b) a Defaulting Lender shall not have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
13.05Successors and Assigns.
(a)General. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lenders. Any of the Lenders may assign or otherwise transfer any of their rights or obligations hereunder or under any of the other Loan Documents to an assignee (i) in accordance with the provisions of Section 13.05(b), (ii) by way of participation in accordance with the provisions of Section 13.05(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 13.05(g). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 13.05(e) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person (other than a natural Person)) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to any Obligor, an Affiliate of any Obligor, or any employees or directors of any Obligor at any time. Subject to the recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.05(e).
(c)Amendments to Loan Documents. Each of Administrative Agent, the Lenders and the Obligors agrees to enter into such amendments to the Loan Documents, and such 

78
DMS 17185250.10




​

additional Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to Administrative Agent, the Lenders and the Obligors, as shall reasonably be necessary to implement and give effect to any assignment made under this Section 13.05.
(d)Register. Administrative Agent, acting solely for this purpose as an agent of each Obligor, shall maintain at one of its offices a register for the recordation of the name and address of any assignee of the Lenders and the Commitment and outstanding principal amount of the Loans owing thereto (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and each Obligor shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Obligor, at any reasonable time and from time to time upon reasonable prior notice.
(e)Participations. Any of the Lenders may at any time, without the consent of, or notice to, any Obligor, sell participations to any Person (other than a natural person or any Obligor or any of an Obligor’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower shall continue to deal solely and directly with the Lenders in connection therewith.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest. Subject to Section 13.05(f), Borrower agrees that each Participant shall be entitled to the benefits of Section 5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.05(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.04(a) as though it were the Lender.
(f)Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 5.01 or 5.03 than a Lender would have been entitled to receive with respect to the participation sold to such Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of each Obligor, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitment, loan, letter of credit or other obligations under any Loan Document) to any Person except to the extent that 

79
DMS 17185250.10




​

such disclosure is necessary to establish that such commitment, loan, letters of credit or other obligation is in registered form under Section 5f.103-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(g)Certain Pledges. The Lenders may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and any other Loan Document to secure obligations of the Lenders, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lenders from any of their obligations hereunder or substitute any such pledgee or assignee for the Lenders as a party hereto.
13.06Survival. The obligations of the Obligors under Sections 5.01, 5.02, 5.03, 13.03, 13.05, 13.09, 13.10, 13.11, 13.12, 13.13, 13.14, 13.20 and Section 14 (solely to the extent guaranteeing any of the obligations under the foregoing Sections) shall survive the repayment of the Obligations and the termination of the Commitment and, in the case of the Lenders’ assignment of any interest in the Commitment or the Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date of such assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In addition, each representation and warranty made, or deemed to be made by a Notice of Borrowing, herein or pursuant hereto shall survive the making of such representation and warranty.
13.07Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
13.08Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.
13.09Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.
13.10Jurisdiction, Service of Process and Venue.
(a)Submission to Jurisdiction. Each Obligor agrees that any suit, action or proceeding with respect to this Agreement or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York, New York or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 13.10(a) is for the benefit of 

80
DMS 17185250.10




​

Administrative Agent and the Lenders only and, as a result, neither Administrative Agent nor any Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, Administrative Agent and the Lenders may take concurrent proceedings in any number of jurisdictions.
(b)Alternative Process. Nothing herein shall in any way be deemed to limit the ability of Administrative Agent or the Lenders to serve any such process or summonses in any other manner permitted by applicable law.
(c)Waiver of Venue, Etc. Each Obligor irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which such Obligor is or may be subject, by suit upon judgment.
13.11Waiver of Jury Trial. EACH OBLIGOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
13.12Waiver of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its Property or revenues any immunity on the ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and the other Loan Documents.
13.13Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. EACH OBLIGOR ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IN DECIDING TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN TAKING OR NOT TAKING ANY ACTION HEREUNDER OR THEREUNDER, IT HAS NOT RELIED, AND WILL NOT RELY, ON ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, OF OR WITH ADMINISTRATIVE AGENT OR THE LENDERS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

81
DMS 17185250.10




​

13.14Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.
13.15No Fiduciary Relationship. Each Obligor acknowledges that Administrative Agent and the Lenders have no fiduciary relationship with, or fiduciary duty to, any Obligor arising out of or in connection with this Agreement or the other Loan Documents, and the relationship between the Lenders and the Borrower is solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture among the parties.
13.16Confidentiality. Each of Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Persons (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall undertake in writing or shall otherwise be obligated to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Persons (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to a binding agreement containing provisions substantially the same as those of this Section 13.16, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Persons) to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating any Obligor or its Subsidiaries or the Loans or (ii) the CUSIP Global Services or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 13.16, or (y) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower if such source was not, to the knowledge of Administrative Agent or such Lender or their respective Affiliates, as applicable, prohibited from disclosing such Information by a legal, contractual or fiduciary obligation. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and the material terms thereof to market data collectors, similar service providers to the lending industry and service providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.
For purposes of this Section, “Information” means all information furnished by Parent Guarantor or any of its Subsidiaries relating to Parent Guarantor or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Parent Guarantor or any of its Subsidiaries; provided that the source was not, to the knowledge of the Administrative Agent or such Lender, prohibited from disclosing such Information by a legal, contractual or fiduciary 

82
DMS 17185250.10




​

obligation. Any Person required to maintain the confidentiality of Information as provided in this Section 13.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
13.17USA PATRIOT ACT. Administrative Agent and the Lenders hereby notify the Obligors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) or any Anti-Money Laundering Laws, they are required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the Act or other Anti-Money Laundering Laws.
13.18Maximum Rate of Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between portions of such Indebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law.
13.19Certain Waivers.
(a)[Reserved].
(b)Waiver of Marshaling. Without limiting the foregoing in any way, each obligor hereby irrevocably waives and releases, to the extent permitted by law, any and all rights it may have at any time (whether arising directly or indirectly, by operation of law, contract or otherwise) to require the marshaling of any assets of any obligor, which right of marshaling might otherwise arise from any payments made or obligations performed.
13.20Tax Treatment. The parties hereto agree (a) that any contingency associated with the Loans is described in Treasury Regulations Section 1.1272-l(c) and/or Treasury Regulations Section 1.1275-2(h), and therefore no Loan is governed by the rules set out in Treasury Regulations Section 1.1275-4, (b) except for a Lender described in Sections 871(h)(3) or 881(c)(3) of the Code, absent a Change in a Requirement of Law, all interest on the Loans is “portfolio interest” within the meaning of Sections 871(h) or 881(c) of the Code, and therefore is exempt from withholding tax under Sections 1441(c)(9) or 1442(a) of the Code, and (c) to adhere to this Section 13.20 for federal income and any other applicable tax purposes and not to take any action or file any Tax Return, report or declaration inconsistent herewith.

83
DMS 17185250.10




​

13.21Original Issue Discount. For purposes of Sections 1272, 1273 and 1275 of the Code, each Loan is being issued with original issue discount; please contact Robert Lutz, Chief Financial Officer, 900 Northbrook Drive, Suite 200, Trevose, PA, telephone: 484-254-6864 to obtain information regarding the issue price, the amount of original issue discount and the yield to maturity.
13.22Publicity. None of the parties hereto nor any of its respective member businesses and Affiliates shall, without the other parties’ prior written consent (which shall not be unreasonably withheld or delayed), publicize or use (a) the other party's name (including a brief description of the relationship among the parties hereto), logo or hyperlink to such other parties’ web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials; and (c) such other parties’ name, trademarks, servicemarks in any news or press release concerning such party; provided however, notwithstanding anything to the contrary herein, no such consent shall be required (i) to the extent necessary to comply with the requests of any regulators, legal requirements or laws applicable to such party, any listing rules to which such party is subject or the terms of any listing agreement with any national securities exchange (so long as such party provides prior notice to the other party hereto to the extent reasonably practicable and permitted under applicable law) and (ii) to the extent such publication or use is permitted pursuant to Section 13.16.
SECTION 14​
GUARANTEE
14.01The Guarantee. Subject to Section 1.06, the Subsidiary Guarantors hereby jointly and severally guarantee to the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans and all fees and other amounts from time to time owing to the Secured Parties by any Obligor under this Agreement or under any other Loan Document (other than the Warrant) and by any other Obligor under any of the Loan Documents (other than the Warrant), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
14.02Obligations Unconditional; Subsidiary Guarantor Waivers. The obligations of the Subsidiary Guarantors under Section 14.01 are absolute, subject to Section 1.06, and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any Obligor under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute 

84
DMS 17185250.10




​

a legal or equitable discharge or defense of a surety or guarantor. The liability of each Subsidiary Guarantor is irrevocable, continuing, absolute and unconditional. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not discharge, alter, impair or otherwise affect the liability of the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above, and each Subsidiary Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:
(a)any change in the time, including the time for any performance or compliance with, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Obligor under any Loan Document, or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise;
(b)any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted;
(c)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(d)any taking, exchange, substitution, release, impairment or non-perfection of any Collateral, any taking, release, impairment, amendment, waiver or other modification of any guaranty, for the Guaranteed Obligations or any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected; and
(e)the failure of any other Person to execute or deliver this Agreement, any Loan Document or any other guaranty or agreement or the release or reduction of liability of any Obligor or other guarantor or surety with respect to the Guaranteed Obligations.
The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Obligor under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
14.03Reinstatement. The obligations of the Subsidiary Guarantors under this Section 14 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Obligor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Lenders in connection with such 

85
DMS 17185250.10




​

rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.
14.04Subrogation. The Subsidiary Guarantors hereby jointly and severally agree that until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the Commitments under this Agreement, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 14.01, whether by subrogation or otherwise, against any Obligor or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.
14.05Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Secured Parties, the obligations of the Obligors under this Agreement and under the other Loan Documents may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11) for purposes of Section 14.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Obligor and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by an Obligor) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 14.01.
14.06Instrument for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Section 14 constitutes an instrument for the payment of money, and consents and agrees that the Secured Parties, at their sole option, in the event of a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N. Y. Civ. Prac. L&R § 3213.
14.07Continuing Guarantee. The guarantee in this Section 14 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.
14.08Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Subsidiary Guarantor’s Pro rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 14.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Subsidiary Guarantor under the other provisions of this Section 14 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.

86
DMS 17185250.10




​

For purposes of this Section 14.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro rata Share of such Guaranteed Obligations and (iii) “Pro rata Share” means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (excluding any shares of stock or share capital, as applicable, of any other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents) of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the first Borrowing Date, as of such Borrowing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.
14.09General Limitation on Guaranteed Obligations. In any action or proceeding involving any provincial, territorial or state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 14.01 (and/or any Obligor under Section 13.22 to the extent such co-borrowership would be deemed to constitute a guarantee by any Obligor under the laws of its jurisdiction of incorporation) would otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 14.01 (and/or Section 13.22, as applicable), then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor (or, in relation to Section 13.22, Borrower), any Secured Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
14.10Irish Companies Act Limitation on Guaranteed Obligations. The guarantee in Section 14.01 does not apply to any liability to the extent that it would result in such guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Irish Companies Act.
SECTION 15​
INTERCOMPANY SUBORDINATION AGREEMENT 
15.01Subordination of Intercompany Obligations.
(a)Each Obligor agrees that all Subordinated Intercompany Indebtedness shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of the Obligors under this Agreement (and other indebtedness and obligations 

87
DMS 17185250.10




​

in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (b) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to in this Section 15.01 as “Senior Indebtedness”). For purposes hereof, “Subordinated Intercompany Indebtedness” shall mean all obligations, liabilities and Indebtedness of an Obligor owed to another Obligor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses and reimbursement obligations.
(b)In the event of any insolvency or bankruptcy proceedings, and any receivership, examinership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Obligor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Obligor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any other Obligor is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any Subordinated Intercompany Indebtedness and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Obligor would otherwise be entitled (other than debt securities of such Obligor that are subordinated, to at least the same extent as this Section 15.01, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to in this Section 15.01 as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness.
(c)Upon the occurrence and during the continuation of an Event of Default, each Obligor agrees it shall not make, and shall not be entitled to receive, any payment or distribution of any kind or character with respect to the Subordinated Intercompany Indebtedness except as expressly permitted under this Section 15.01.
(d)If any payment or distribution of any character by any Obligor, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of any Subordinated Intercompany Indebtedness shall (despite these subordination provisions) be received by any such Obligor in violation of clause (a) or (b) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to the Administrative Agent, as applicable, on behalf of the holders of Obligations, to the extent necessary to pay all Senior Indebtedness in full in cash.
(e)To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Section 15.01 by any act or failure to act on the part of any such Obligor or by any act or failure to act on the part of such holder or any trustee or agent for such holder.
(f)This Section 15.01 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended and shall be interpreted to be enforceable against the Obligors to the maximum extent permitted pursuant to applicable non-bankruptcy law. All references to any Obligor shall include 

88
DMS 17185250.10




​

such Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor in connection with any case under the Bankruptcy Code or in connection with any Insolvency Proceeding.
(g)Nothing contained in this Section 15.01 is intended to or will impair, as between the Obligors, the obligations of any Obligor, which are absolute and unconditional, to pay to such other Obligor the principal of and interest on the intercompany Indebtedness as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such payee and other creditors of such payor other than the holders of Senior Indebtedness.
[Signature Pages Follow]
 ​
​

89
DMS 17185250.10




​

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BORROWER:
​
STRONGBRIDGE U.S. INC.
​
By/s/ Robert Lutz​ ​
Name:Robert Lutz
Title:Chief Financial Officer‌
​
Address for Notices:
900 Northbrook Drive
Suite 200
Trevose, PA 19053
Attn:Chief Legal Officer
Tel.:610-254-9225
Fax:215-355-7389
Email:s.long@strongbridgebio.com
​
​

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]
DMS 17185250.10




​

SUBSIDIARY GUARANTORS:
​
STRONGBRIDGE BIOPHARMA PLC
​
By:/s/ Robert Lutz​ ​
Name:Robert Lutz
Title:Chief Financial Officer
​
Address for Notices:
900 Northbrook Drive
Suite 200
Trevose, PA 19053
Attn:Chief Legal Officer
Tel.:610-254-9225
Fax:215-355-7389
Email:s.long@strongbridgebio.com 
​

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]
DMS 17185250.10




​

CORTENDO AB (PUBL)
​
By:/s/ Stephen Long​ ​
Name:Stephen J. Long
Title:Authorized Signatory
​
Address for Notices:
900 Northbrook Drive
Suite 200
Trevose, PA 19053
Attn:Chief Legal Officer
Tel.:610-254-9225
Fax:215-355-7389
Email:s.long@strongbridgebio.com
​
STRONGBRIDGE DUBLIN LIMITED
​
By:​ ​/s/ Stephen Long
Name:Stephen J. Long
Title:Authorized Signatory
​
Address for Notices:
900 Northbrook Drive
Suite 200
Trevose, PA 19053
Attn:Chief Legal Officer
Tel.:610-254-9225
Fax:215-355-7389
Email:s.long@strongbridgebio.com 
​

[Signature Page to Term Loan Agreement]
[Signatures Continued, Next Page]
DMS 17185250.10




​

ADMINISTRATIVE AGENT:
​
AVENUE VENTURE OPPORTUNITIES FUND, L.P.
​
By/s/ Sonia Gardner​ ​​ ​
Name:​ ​​ ​
Title:​ ​​ ​
​
Address for Notices:
11 W. 42nd St., 9th Floor
New York, NY 10036
Attn:​ ​​ ​
Tel:​ ​​ ​
Fax:​ ​​ ​
Email:​ ​​ ​ 
​
​
LENDER:
​
AVENUE VENTURE OPPORTUNITIES FUND, L.P.
​
By/s/ Sonia Gardner
Name:​ ​​ ​
Title:​ ​​ ​
​
Address for Notices:
11 W. 42nd St., 9th Floor
New York, NY 10036
Attn:​ ​​ ​
Tel:​ ​​ ​
Fax:​ ​​ ​
Email:​ ​​ ​
​
​

[Signature Page to Term Loan Agreement]
DMS 17185250.10




​

​
Schedule 1
To Term Loan Agreement
COMMITMENTS
	Lender
	Commitment
	Proportionate Share

	Avenue Venture Opportunities Fund, L.P.
	$20,000,000.00
	100.00%

	TOTAL
	$20,000,000.00
	100.00%



​
​
​
​

DMS 17185250.10




​

Schedule 6.01
To Term Loan Agreement
FOREIGN SECURITY DOCUMENTS
	1.
	Swedish law share pledge agreement entered into by Strongbridge Biopharma plc with respect to the shares of Cortendo AB (publ)


	2.
	Irish law Debenture entered into by Strongbridge Biopharma plc


	3.
	Irish law Debenture entered into by Strongbridge Dublin Limited


​
​

DMS 17185250.10




​

Schedule 7.05(b)(i)
To Term Loan Agreement
Certain Intellectual Property1
	COR-003
		
	Title / Owner / Inventor
	Country/Number
	Status

	Methods And Compositions For Treating Diabetes, Metabolic Syndrome And Other Conditions 


STRONGBRIDGE DUBLIN LIMITED

Per Märin
	Australia - 2006204334
	Issued 

		Canada - 2594433
	Issued 

		China - 101141964
	Issued 

		Hong Kong - 1118449
	Issued 

		Indonesia - 32847
	Issued 

		Israel - 184459
	Issued 

		Japan - 5358095
	Issued 

		South Korea - 1013879100000
	Issued 

		Mexico - 294589
	Issued 

		New Zealand - 560481
	Issued 

		Norway 339007
	Issued 

		Singapore - 133978
	Issued 

		South Africa - 2007/06020
	Issued 

		Europe - 1853266
	Issued 

		*countries designated (AT, BE, BG, CH, CY, CZ, DE, DK, EE, ES, FI, FR, GB, GR, HU, IE, IT, LT, LU, LV, NL, PL, PT, RO, SE, SI, SK, TR)
	Issued 

		US 9,918,984
	Issued 

		US 10,098,877
	Issued 

		US 10,517,868
	Issued 

		US 16/715,690
	Filed 12/16/2019




1 Intellectual property previously owned by Cortendo AB (publ) has been transferred to Strongbridge Dublin Limited in connection with an internal reorganization in 2018. Re-registrations of the transferred intellectual property in local patent office has not been undertaken in cases of patents that are not Material Intellectual Property. 

DMS 17185250.10




​

	COR-003
		
	Title / Owner / Inventor
	Country/Number
	Status

	Ketoconazole Enantiomer in Humans

STRONGBRIDGE DUBLIN LIMITED

Timothy Andrew Stewart
	US 9,198,906
	Issued 

		New Zealand - 576569
	Issued 

	Methods And Compositions For The Treatment Of Cushing’s Syndrome Using 2S,4R Ketoconazole

STRONGBRIDGE DUBLIN LIMITED 

Theodore Richard Koziol
(titration)
	US 16/505,203
	Pending

	Ketoconazole Enantiomer in Humans

STRONGBRIDGE DUBLIN LIMITED 

Timothy Andrew Stewart
(combination)
	US 16/351,797
	Pending

	Levoketoconazole for Treatment of Classic Congenital Adrenal Hyperplasia

Fred Cohen
STRONGBRIDGE DUBLIN LIMITED
	PCT/IB2019/001105
	Filed 10/11/2019



​

DMS 17185250.10




​

	COR-005
	
	Title / Owner / Inventor
	Country/Number
	Status

	Pharmaceutical Compositions Of Water Soluble Peptides With Poor Solubility In Isotonic Conditions And Methods For Their Use

Strongbridge Dublin Limited

Michel Afargan
	PCT/IB17/00194
	Pending - countries designated: EP, JP, CA, CN, AU, BR, RU

			Australia App # 2017220728

			Brazil App # BR1120180167746**

			Canada App #3,014,406

			China App # 2017800238416

			Europe App # 177142668

			Japan App # 2018561098

			Russia App # 2018132631

		US 10,039,801
	Issued 

		US 10,398,751
	Issued 

		US 16/512,536
	Pending - Filed 7/16/2019



​
​
	KEVEYIS
		 
	 
	 

	Owner 
	Case Number
	Application No.
	Filing Date
	Title

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201T-US
	16/201,410
	11/27/2018
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201TC1-US
	16/780,057
	2/3/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201TD1-US
	16/535,704
	8/8/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201T-US
	16/205,602
	11/30/2018
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD1-US
	16/540,447
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD2-US
	16/540,450
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE




DMS 17185250.10




​

	KEVEYIS
		 
	 
	 

	Owner 
	Case Number
	Application No.
	Filing Date
	Title

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD3-US
	16/540,456
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD4-US
	16/540,461
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD5-US
	16/540,464
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD6-US
	16/540,468
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0003-201T-US
	16/253,505
	1/22/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-201T-US
	16/253,515
	1/22/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-201TC1-US
	16/535,692
	8/8/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0007-101-US
	62/863,125
	6/18/2019
	DICHLORPHENAMIDE COMPOSITIONS AND METHODS OF USE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0008-101-US
	62/908,078
	9/30/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-401-PC
	PCT/US19/63505
	11/27/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-401-PC
	PCT/US19/63507
	1/29/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-401-PC
	PCT/US20/14250
	1/20/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE



​
​

DMS 17185250.10




​

	NEXT GENERATION
	
	Title / Owner / Inventor
	Country/Number
	Status

	Novel Cytochrome P450 Inhibitors And Their Method Of Use


STRONGBRIDGE DUBLIN LIMITED

Benjamin Eric Blass
Magid A. Abou-Gharbia
Wayne Childers
Pravin Iyer
Joshodeep Boruwa
	US 9,725,436
	Issued 



​
​
​
​
​
​
	TRADEMARKS
	 

	Mark / Owner
	Country/Number
	Status

	NORMOCORT 

STRONGBRIDGE DUBLIN LIMITED
	Europe - CTM 010869048
	Registered

	STRONGBRIDGE 
BIOPHARMA 



STRONGBRIDGE DUBLIN LIMITED
	WO 1279854
	Registered

		US 5,237,588
	Registered

		Australia 1279854
	Registered

		China 1279854
	Registered

		Europe - CTM  1279854
	Registered

		Israel 1279854
	Registered

		India 1279854 
	Registered

		Japan 1279854 
	Registered

		Mexico 1279854 
	Pending

		Turkey 1279854
	Registered

		Brazil 910544115
	Registered

		Canada 1741329
	Registered

	CORYNTHIA 



STRONGBRIDGE DUBLIN LIMITED
	WO 1284986
	Registered

		Australia 1284986
	Registered

		China 1284986
	Registered

		Europe - CTM 1284986
	Registered

		Israel 1284986
	Registered




DMS 17185250.10




​

	TRADEMARKS
	 

	Mark / Owner
	Country/Number
	Status

		India 1284986
	Pending

		Japan 1284986
	Registered

		Turkey 1284986
	Registered

		Brazil 910758875
	Registered

		Canada 1054053 
	Registered

	RECORLEV



STRONGBRIDGE DUBLIN LIMITED
	WO 1297646
	Registered

		US 5,851,851
	Registered

		Canada 1069362
	Registered

		Brazil 911007903
	Registered

		Australia 1297646
	Registered

		China 1297646
	Registered

		Europe - CTM 1297646
	Registered

		Israel 1297646
	Registered

		India 1297646
	Registered

		Japan 1297646
	Registered

		Mexico 1297646
	Registered

		Turkey 1297646
	Registered

	BICYCLE DESIGN


STRONGBRIDGE U.S. INC.
	US 5,869,431
	Registered

	RIDE FOR RARE DISEASES


STRONGBRIDGE U.S. INC.
	US 5,771,699
	Registered



​
​

DMS 17185250.10




​

Schedule 7.05(b)(ii)
To Term Loan Agreement
​
​
Intellectual Property EXCEPTIONS
None.
​
​

DMS 17185250.10




​

Schedule 7.05(c)
to Term Loan Agreement
Material Intellectual Property
	COR-003
		
	Title / Owner / Inventor
	Country/Number
	Status

	Methods And Compositions For Treating Diabetes, Metabolic Syndrome And Other Conditions 


STRONGBRIDGE DUBLIN LIMITED

Per Märin
	Canada - 2594433
	Issued 

	 
	Europe – 1853266
* countries designated (DE, ES, FR, GB, IT)
	Issued 

			
	 
	US 9,918,984
	Issued 

	 
	US 10,098,877
	Issued 

	 
	US 10,517,868
	Issued 

	 
	US 16/715,690
	Filed 12/16/2019

	 
		
	Ketoconazole Enantiomer in Humans

STRONGBRIDGE DUBLIN LIMITED

Timothy Andrew Stewart
	US 9,198,906
	Issued 



​
​

DMS 17185250.10




​

	COR-005
	
	Title / Owner / Inventor
	Country/Number
	Status

	Pharmaceutical Compositions Of Water Soluble Peptides With Poor Solubility In Isotonic Conditions And Methods For Their Use

Strongbridge Dublin Limited

Michel Afargan
	PCT/IB17/00194
	Pending - countries designated: EP, JP, CA, CN, AU, BR, RU

			Australia App # 2017220728

			Brazil App # BR1120180167746**

			Canada App #3,014,406

			China App # 2017800238416

			Europe App # 177142668

			Japan App # 2018561098

			Russia App # 2018132631

		US 10,039,801
	Issued 

		US 10,398,751
	Issued 

		US 16/512,536
	Pending - Filed 7/16/2019



​
​
	KEVEYIS
			 

	Owner 
	Case Number
	Application No.
	Filing Date
	Title

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201T-US
	16/201,410
	11/27/2018
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201TC1-US
	16/780,057
	2/3/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-201TD1-US
	16/535,704
	8/8/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201T-US
	16/205,602
	11/30/2018
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD1-US
	16/540,447
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE




DMS 17185250.10




​

	KEVEYIS
			 

	Owner 
	Case Number
	Application No.
	Filing Date
	Title

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD2-US
	16/540,450
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD3-US
	16/540,456
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD4-US
	16/540,461
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD5-US
	16/540,464
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-201TD6-US
	16/540,468
	8/14/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0003-201T-US
	16/253,505
	1/22/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-201T-US
	16/253,515
	1/22/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-201TC1-US
	16/535,692
	8/8/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0007-101-US
	62/863,125
	6/18/2019
	DICHLORPHENAMIDE COMPOSITIONS AND METHODS OF USE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0008-101-US
	62/908,078
	9/30/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0001-401-PC
	PCT/US19/63505
	11/27/2019
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0002-401-PC
	PCT/US19/63507
	1/29/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE

	STRONGBRIDGE DUBLIN LIMITED
	STRG0004-401-PC
	PCT/US20/14250
	1/20/2020
	METHODS OF TREATING DISEASE WITH DICHLORPHENAMIDE



​
​

DMS 17185250.10




​

	TRADEMARKS
	
	Mark / Owner
	Country/Number
	Status

	STRONGBRIDGE 
BIOPHARMA 

STRONGBRIDGE DUBLIN LIMITED
	WO 1279854
	Registered

		US 5,237,588
	Registered

		Europe - CTM  1279854
	Registered

		Canada 1741329
	Registered

	RECORLEV

STRONGBRIDGE DUBLIN LIMITED
	WO 1297646
	Registered

		US 5,851,851
	Registered

		Canada 1069362
	Registered

		Europe - CTM 1297646
	Registered



​
​
​

DMS 17185250.10




​

Schedule 7.06
To Term Loan Agreement
CERTAIN LITIGATION
None.
​

DMS 17185250.10




​

Schedule 7.12
To Term Loan Agreement
INFORMATION REGARDING SUBSIDIARIES
	Subsidiary
	Jurisdiction of
Organization
	Direct Equity
Holder
	Percentage of
Subsidiary held
by Direct
Equity Holder

	Cortendo AB
(Publ)
	Sweden
	Strongbridge Biopharma PLC
	100%

	Strongbridge
U.S. Inc.
	Delaware
	Cortendo AB
(publ)
	100%

	Strongbridge
Dublin Limited
	Ireland
	Strongbridge
Biopharma PLC
	100%



​
​
​
​

DMS 17185250.10




​

Schedule 7.13(a)
To Term Loan Agreement
EXISTING INDEBTEDNESS OF PARENT GUARANTOR AND ITS SUBSIDIARIES
Part I
	1.	Intra-group loan agreement dated 10 July 2019 pursuant to which the Company granted Strongbridge Dublin Limited a loan of USD 200,000,000 in four tranches. 

​
Part II
	1.	Intra-group loan agreement dated 10 July 2019 pursuant to which the Company granted Strongbridge Dublin Limited a loan of USD 200,000,000 in four tranches.

​
​
​

DMS 17185250.10




​

Schedule 7.13(b)
To Term Loan Agreement
LIENS GRANTED BY THE OBLIGORS
Part I
​
None.
​
​
Part II
​
​
None.
​

DMS 17185250.10




​

Schedule 7.14
To Term Loan Agreement
MATERIAL AGREEMENTS OF OBLIGORS
Refer to the contracts listed in the Exhibit Index to our 2019 10-K filed with the SEC on February 28th, 2020.
​
​

DMS 17185250.10




​

Schedule 7.15
To Term Loan Agreement
RESTRICTIVE AGREEMENTS
None.
​

DMS 17185250.10




​

Schedule 7.16
To Term Loan Agreement
Real Property Owned or Leased by PARENT guarantor OR ANY SUBSIDiARY
1.Owned Property 

None.
2.Leased Property 

	Name 


	Address/City/State/Zip Code (County)


	Description of Assets and Value



	Strongbridge U.S. Inc.
	900 Northbrook Dr., Trevose PA 
	Leased office

	Strongbridge Biopharma plc
	Fitzwilliam Hall, Suite 206, Fitzwilliam Place, Dublin 2, Ireland
	Leased office



​
​
​
​

DMS 17185250.10




​

Schedule 7.17
To Term Loan Agreement
PENSION MATTERS
None.
​

DMS 17185250.10




​

Schedule 9.05
To Term Loan Agreement
EXISTING INVESTMENTS 
None.
​

DMS 17185250.10




​

Schedule 9.10
To Term Loan Agreement
TRANSACTIONS WITH AFFILIATES
None.
​

DMS 17185250.10




​

Schedule 9.14
To Term Loan Agreement
PERMITTED SALES AND LEASEBACKS 
None.
​
​

DMS 17185250.10




​

Exhibit A
To Term Loan Agreement
FORM OF GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR, a ___________ [corporation] [limited liability company] [other type of business entity] (the “Additional Obligor”), in favor of AVENUE VENTURE OPPORTUNITIES FUND, L.P., as administrative agent and collateral agent (the “Administrative Agent”) for the benefit of the Secured Parties under that certain Term Loan Agreement, dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Administrative Agent, the lenders from time to time party thereto and the Subsidiary Guarantors from time to time party thereto. The terms defined in the Loan Agreement are herein used as therein defined.
Pursuant to Section 8.12(a) of the Loan Agreement, the Additional Obligor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Loan Agreement, and a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Obligor hereby, jointly and severally with the other Guarantors, guarantees to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 14.01 of the Loan Agreement) in the same manner and to the same extent as is provided in Section 14 of the Loan Agreement. In addition, as of the date hereof, the Additional Obligor hereby makes the representations and warranties set forth in Sections 7.01, 7.02, 7.03, 7.05(a), 7.06, 7.07, 7.08 and 7.18 of the Loan Agreement, and in Section 2 of the Security Agreement, with respect to itself and its obligations under this Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Agreement, such representations and warranties to be made as of the date hereof. 
The Additional Obligor hereby instructs its counsel to deliver the opinions referred to in Section 8.12(a) of the Loan Agreement to Administrative Agent.
IN WITNESS WHEREOF, the Additional Obligor has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.

Exhibit A-1




​

[ADDITIONAL SUBSIDIARY GUARANTOR]
​
By​ ​
Name:‌
Title:‌
​

Exhibit A-2




​

Exhibit B
To Term Loan Agreement
​
​
FORM OF NOTICE OF BORROWING
​
[date]
​
​
Avenue Venture Opportunities Fund, L.P.
11 West 42nd Street, 9th Floor
New York, New York 10036
​
Re:STRONGBRIDGE U.S. INC. 
Ladies and Gentlemen:
Reference is made to the Term Loan Agreement, dated as of May 19, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among, among others, Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”), and STRONGBRIDGE U.S. INC. (“Borrower”).
The undersigned is the [Chief Financial Officer] of Borrower and hereby requests on behalf of Borrower a Loan under the Loan Agreement, and in that connection certifies as follows:
1.The amount of the proposed Loan is _______________________ Dollars ($_________________).  The date of the proposed Loan is ___________________ (the “Borrowing Date”).  
(a)On the Borrowing Date, the Lenders will wire $[__________], less fees and expenses to be deducted on the Borrowing Date of $[_________] [with respect to the first Borrowing, only: [less $125,000 in respect of the commitment fee which has been paid to the Lenders prior to the date hereof,]] for net proceeds of $[___________] to Borrower pursuant to the following wire instructions:
	Institution Name:
	Silicon Valley Bank

	Address:
	​

	ABA No.:
	​

	Contact Name:
	​




B-1
DMS 17185250.10




​

	Phone No.:
	​

	E-mail:
	​

	Account Title:
	
	Account No.:
	​



​
 (b)On the Borrowing Date, the Lenders will wire the following amounts for fees and expenses in accordance with the respective following wire instructions:2
	Amount:
	$​ ​​ ​

	Institution Name:
	Fifth Third Bank

	Address:
	251 North Illinois Ave, Indianapolis, IN 46204

	ABA No.:
	042000314

	E-mail:
	Please send remittance information to:  wireconfirmations@btlaw.com

	Account Title:
	Barnes & Thornburg LLP Attorney Operating Account

	Account No.:
	7653510706



​
	Amount:
	$​ ​​ ​

	Institution Name:
	​

	Address:
	​

	ABA No.:
	​

	Contact Name:
	​

	Phone No.:
	​

	E-mail:
	​

	Account Title:
	
	Account No.:
	​



​
2.As of the date of this request and as of the Borrowing Date:
(a)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that no Default has occurred and is continuing, or will result from the making of the proposed Loan or the application of the proceeds thereof;

2 The executed Borrowing Request must be delivered 2 Business Days prior to the Closing Date.

B-2
DMS 17185250.10




​

(b)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that the representations and warranties contained in Section 7 of the Loan Agreement are true and correct on and as of the Borrowing Date, and immediately after giving effect to the application of the proceeds of the proposed Loan, with the same force and effect as if made on and as of such date (except that the representations and warranties that refer to a specific earlier date were true and correct on such earlier date);
(c)Borrower (on behalf of itself and the other Credit Parties) hereby represents and warrants that no Material Adverse Effect has occurred since the end of the period covered by the financial statements most recently delivered pursuant to Section 8.01(b) or is reasonably likely to occur after giving effect the proposed Loan; and
(d)Borrower hereby represents and warrants that the conditions precedent described in Section 6, with respect to the relevant Borrowing, and Section 6.05 of the Loan Agreement, with respect to each Borrowing, have been met.
​
​
​
Remainder of this page intentionally left blank; signature page follows
​

B-3
DMS 17185250.10




​

​
Borrower shall notify you promptly before the funding of the Loan if any of the matters to which I have certified above shall not be true and correct on the Borrowing Date.
​
Very truly yours,

STRONGBRIDGE U.S. INC.
​
By:​ ​​ ​​ ​​ ​​ ​
Name:​ ​​ ​​ ​​ ​​ ​
Title:*​ ​​ ​​ ​​ ​​ ​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
[Signature Page to Notice of Borrowing]
​

* Must be executed by Borrower’s Chief Financial Officer or other Responsible Officer.

B-4
DMS 17185250.10




​

Exhibit C-1
To Term Loan Agreement
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (the “Borrower"), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.
Pursuant to the provisions of Section 5.03 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U. S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.
[Signature follows]
​

Exhibit C-1-1




​

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.
[NAME OF NON-U. S. LENDER]
​
By ​ ​
Name:
Title:
​
Date: ​ ​
​
​

Exhibit C-1-2




​

Exhibit C-2
To Term Loan Agreement
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.
Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.
[Signature follows]
​

Exhibit C-2-1




​

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.
[NAME OF NON-U.S. LENDER]
​
By ​ ​
Name:
Title:
​
Date: ​ ​
​
​

Exhibit C-2-2




​

Exhibit C-3
To Term Loan Agreement
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.
Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. 
[Signature follows] 

Exhibit C-3-1




​

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.
​
[NAME OF NON-U.S. LENDER]
​
By ​ ​
Name:
Title:
​
Date: ​ ​
​
​

Exhibit C-3-2




​

Exhibit C-4
To Term Loan Agreement
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of May 19, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among STRONGBRIDGE U.S. INC., a Delaware corporation (“Borrower”), STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland “Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with registration number 556537-6554 (“Swedish Guarantor” and together with the Borrower, Parent Guarantor, Irish Guarantor and each other Person that becomes, or is required to become, a “Subsidiary Guarantor” after the date thereof pursuant to Section 8.12(a) or (b) thereof, each an “Obligor” and collectively, the “Obligors”), Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and each lender from time to time party thereto.
Pursuant to the provisions of Section 5.03 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.
[Signature follows]
​

Exhibit C-4-1




​

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date indicated below.
[NAME OF NON-U.S. LENDER]
​
By ​ ​
Name:
Title:
​
Date: ​ ​
​
​

Exhibit C-4-2




​

Exhibit D
To Term Loan Agreement
FORM OF COMPLIANCE CERTIFICATE
​
​
Avenue Venture Opportunities Fund, L.P.
11 West 42nd Street, 9th Floor
New York, New York 10036
​
Re:STRONGBRIDGE U.S. INC. (for itself and on behalf of the other Obligors party to the Loan Agreement (as defined below))
Ladies and Gentlemen:
Reference is made to the Term Loan Agreement, dated as of May 19, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among, among  others, Avenue Venture Opportunities Fund, L.P., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the lenders party thereto (each a “Lender” and collectively, the “Lenders”), and STRONGBRIDGE U.S. INC. (for itself and on behalf of all other Credit Parties (under and as defined in the Loan Agreement), “Borrower”).
The undersigned Responsible Officer of Borrower hereby certifies in such capacity that in accordance with the terms and conditions of the Loan Agreement, (i) no Event of Default has occurred and is continuing, except as noted below, and (ii) Borrower is in compliance for the financial reporting period ending ____________________________ with all required financial reporting under Section 8.01 of the Loan Agreement, except as noted below.  Attached herewith are the required documents supporting the foregoing certification.  The undersigned Responsible Officer of Borrower further certifies in such capacity that: (a) the accompanying financial statements have been prepared in accordance with GAAP consistently applied for such period; and (b) the financial statements fairly present in all material respects the financial condition and operating results of Parent Guarantor and its Subsidiaries as of the dates, and for the periods, indicated therein, subject to the absence of footnotes and normal year-end audit adjustments (in the case of interim monthly financial statements), except as explained below.
Please provide the following requested information and indicate compliance status by circling (or otherwise indicating) Yes/No under “Included/Complies”:
​
	​
	Reporting Covenant
	Requirement
	Actual
	Complies

	1)
	Financial statements
(Attach as Annex A)
	Monthly within 30 days;
Quarterly within 45 days 
(Q1-3)
	​
	Yes
	No
	N/A

	2)
	Annual (CPA Audited) statements
	Within 90 days after FYE
	​
	Yes
	No
	N/A




D-1
DMS 17185250.10




​

	3)
	Annual Financial Projections/Budget (prepared on a monthly basis)
	Annually (within 10 days of FYE), and when revised
	​
	Yes
	No
	N/A

	4)
	8-K, 10-K and 10-Q Filings
	Within 5 days of filing
	​
	Yes
	No
	N/A

	5)
	Compliance Certificate
	Monthly within 30 days; 
Annually within 90 days
	​
	Yes
	No
	N/A

	6)
	IP Report
	Quarterly within 45 days
	​
	Yes
	No
	N/A

	7)
	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period
	​
	$_______
	Yes
	No
	N/A

	8)
	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period
	​
	$_______
	Yes
	No
	N/A



​
Deposit and Securities Accounts
(Please list all accounts; attach separate sheet if additional space needed)
​
	​
	Credit Party / 
Institution Name
	Account Number
	New Account?
	Account Control Agreement in place?

	1)
	​
	​
	Yes
	No
	Yes
	No

	2)
	​
	​
	Yes
	No
	Yes
	No

	3)
	​
	​
	Yes
	No
	Yes
	No

	4)
	​
	​
	Yes
	No
	Yes
	No



​
Other Matters
​
	1)
	Have there been any changes in management since the last Compliance Certificate?
	Yes
	No

	​
	​
	​
	​

	2)
	Have there been any Asset Sales or any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?
	Yes
	No

	​
	​
	​
	​

	3)
	Have there been any new or pending claims or causes of action against any Credit Party that involve more than One Hundred Thousand Dollars ($100,000.00)?
	Yes
	No

	​
	​
	​
	​

	4)
	Have there been any amendments of or other changes to Operating Documents of any Credit Party or any of its Subsidiaries?  If yes, provide 
	Yes
	No




D-2
DMS 17185250.10




​

		copies of any such amendments or changes with this Compliance Certificate.
		
	5)
	​
Has any Credit Party directly or indirectly acquired or created, or does any Credit Party intend, directly or indirectly, to acquire or create, any Subsidiary or other Person other than any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b)(i) of the Loan Agreement? If yes, has such Subsidiary or Person been made a guarantor of the Obligations?  Please complete the table below.
	Yes
	No



​
	​
	Name: 
	Jurisdiction of 
formation or organization:3
	Co-borrower 
or guarantor ?  
	Complies?
	New 
Subsidiary 
or Person?

	​
1.)
	​
_______________________
	​
______________________
	​
YES / NO
	​
YES / NO
	​
YES / NO

	​
2.) 
	​
_______________________
	​
_______________________
	​
YES / NO
	​
YES / NO
	​
YES / NO

	​
3.)
	​
_______________________
	​
_______________________
	​
YES / NO
	​
YES / NO
	​
YES / NO

	​
4.)
	​
________________________
	​
_______________________
	​
YES / NO
	​
YES / NO
	​
YES / NO



​
​
​
Exceptions
​
Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.”  Attach separate sheet if additional space needed.)
​
​
​
​
​
​
​
[Remainder of this page intentionally left blank; signature page follows]
​
 ​

3 Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Lender.

D-3
DMS 17185250.10




​

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.
​
​
STRONGBRIDGE U.S. INC., 
for itself and on behalf of all Credit Parties party to the Loan Agreement
​
By:​ ​​ ​​ ​​ ​​ ​
Name:​ ​​ ​​ ​​ ​​ ​
Title:*​ ​​ ​​ ​​ ​​ ​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
[Signature page to Compliance Certificate]
​
​

* Must be executed by Borrower’s Chief Financial Officer or other executive officer.

D-4
DMS 17185250.10




​

Annex A to Compliance Certificate
FINANCIAL STATEMENTS
[see attached]
​
​
​
​

D-5
DMS 17185250.10




​

Exhibit E
To Term Loan Agreement
​
​
[RESERVED]

Exhibit E




​

​
​
Exhibit F
To Term Loan Agreement
FORM OF LANDLORD CONSENT
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
AVENUE VENTURE OPPORTUNITIES FUND, L.P.
11 W. 42nd St., 9th Floor
New York, NY 10036
Attn:  ​ ​​ ​​ ​
CONSENT TO REMOVAL OF PERSONAL PROPERTY
KNOW ALL PERSONS BY THESE PRESENTS:
(a)This Consent to Removal of Personal Property is dated as of May 19, 2020.
(b)The undersigned has an interest in the real property at the location described on Attachment 1 (the “Real Property”).
(c)STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland with company number 562659 and having its registered office at Fitzwilliam Hall, Suite 206, Fitzwilliam Place, Dublin 2, Ireland (“Parent Guarantor”), STRONGBRIDGE DUBLIN LIMITED, a private limited company incorporated under the laws of Ireland (“Irish Guarantor”), CORTENDO AB (PUBL), a public limited liability company incorporated under the laws of Sweden with corporate identity number 556537-6554 (“Swedish Guarantor”) and STRONGBRIDGE U.S. INC., a Delaware corporation with an office located at 900 Northbrook Drive, Suite 200, Trevose, Pennsylvania 19053 (“Borrower” and together with Parent Guarantor, Irish Guarantor and Swedish Guarantor, individually and collectively, jointly and severally, “Obligor”), has entered into or will enter into a Term Loan Agreement with AVENUE VENTURE OPPORTUNITIES FUND, L.P. as Administrative Agent and Collateral Agent (“Avenue” and in such capacity, “Collateral Agent”), the lenders that become a party thereto from time to time (each a “Lender” and collectively, the “Lenders”), (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). As a condition to entering into the Loan Agreement, Collateral Agent and Lenders require that the undersigned consent to the removal by Collateral Agent of Obligor’s personal property assets serving as collateral for Obligor’s obligations to Collateral Agent and Lenders under the Loan Agreement (hereinafter called “Collateral”) from the Real Property.
NOW, THEREFORE, the undersigned consents to the placing of the Collateral on the Real Property, and agrees with Collateral Agent as follows:
1.The undersigned waives and releases each and every right which undersigned now has under applicable law or by virtue of the lease for the Real Property now in effect, to 

F-1




​

levy or distrain upon for rent, in arrears, in advance or both, or to claim or assert title to the Collateral that is located on the Real Property.
2.The Collateral shall be considered to be personal property and shall not be considered part of the Real Property regardless of whether or by what means it is or may become attached or affixed to the Real Property. The undersigned shall (a) provide written notice to Collateral Agent of any termination or expiration of the lease (a “Termination Notice”), and (b) will not dispose of any of the Collateral nor assert any right or interest therein unless it has first sent such Termination Notice to Collateral Agent and has given Collateral Agent a reasonable period of time (in any case, not less than thirty (30) days after Collateral Agent’s receipt of such Termination Notice) to exercise Collateral Agent’s rights in and to the Collateral.
3.The undersigned will permit Collateral Agent, or its agent or representative, to enter upon the Real Property for the purpose of exercising any right Collateral Agent may have under the terms of the Loan Agreement, at law, or in equity, including, without limitation, the right to remove the Collateral; provided, however, that if Collateral Agent, in removing the Collateral, causes any physical damage to the Real Property, Collateral Agent, will, at its expense, cause the same to be repaired to the condition such Real Property was in prior to said damage; provided, further, Collateral Agent shall not be liable for any diminution in value of the Real Property caused by the absence of any item Collateral so removed. If Obligor abandons the Collateral located on the Real Property upon termination or expiration of the Lease, Collateral Agent shall have the option to remove the Collateral from the Real Property within thirty (30) days after receipt of written notice thereof from the undersigned or Collateral Agent’s right to such Collateral shall be deemed forfeited. Notwithstanding the foregoing, Collateral Agent shall not have any duty or obligation to remove or dispose of any Collateral or any other property left on the Real Property by the Obligor.
4.This agreement shall be binding upon the successors and assigns of the undersigned and shall inure to the benefit of Collateral Agent and its successors and assigns.
[Balance of Page Intentionally Left Blank]
​

F-2




​

NORTHBROOK
TC EQUITIES LLC
NORTHBROOK 134 WEST 93
EQUITIES LLC
NORTHBROOK LEMAD EQUITIES
LLC
NORTHBROOK CH EQUITIES LLC
NORTHBROOK CLINTON EQUITIES
LLC
NORTHBROOK UK1 EQUITIES LLC
NORTHBROOK LOKEN LLC
NORTHBROOK HS DEVELOPMENT
LLC
NORTHBROOK HS RK LLC
NORTHBROOK TEIDIF LLC
As Tenants in Common, as
Landlord
​
By: ​ ​​ ​​ ​​ ​​ ​​ ​
Name: ​ ​​ ​​ ​​ ​​ ​​ ​
Title: ​ ​​ ​​ ​​ ​​ ​​ ​
​
​
AVENUE VENTURE OPPORTUNITIES FUND, L.P., as Administrative
Agent and Collateral Agent
​
By: ​ ​​ ​​ ​​ ​​ ​​ ​
Name: ​ ​​ ​​ ​​ ​​ ​​ ​
Title: ​ ​​ ​​ ​​ ​​ ​​ ​
​
​
​
​
Acknowledged and agreed:
​
OBLIGORS:
​
Given under the common seal of STRONGBRIDGE
BIOPHARMA PUBLIC LIMITED COMPANY and
delivered as a deed
​
By: ​ ​
Name: ​ ​
Title: _________________________

Exhibit F-3
[SIGNATURE PATE TO LANDLORD CONSENT]




​

​
​
​
By: ​ ​
Name: ​ ​
Title: _________________________
​
​
CORTENDO AB (PUBL)
​
By: ​ ​
Name: ​ ​
Title: ​ ​

Exhibit F-3
[SIGNATURE PATE TO LANDLORD CONSENT]




​

STRONGBRIDGE U.S. INC.
​
By: ​ ​
Name: ​ ​
Title: ​ ​
​
​
​
​
STRONGBRIDGE DUBLIN LIMITED
​
By: ​ ​
Name: ​ ​
Title: ​ ​
​

Exhibit F-4
[SIGNATURE PATE TO LANDLORD CONSENT]




​

Attachment 1
Approximately 22,069 rentable square feet of space located in Suites 200 and 250 of that certain building located at 900 Northbrook Drive, Trevose, Pennsylvania 19053.
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

F-5




​

Exhibit G
To Term Loan Agreement
FORM OF SUBORDINATION AGREEMENT
This Subordination Agreement is made as of [​ ​] (this “Agreement”) among AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership “Senior Agent”), and [​ ​], a [​ ​] [corporation] (“Subordinated Creditor”).
RECITALS:
A.[APPLICABLE CREDIT PARTY], a [​ ​] (“Credit Party”), will, as of the date hereof, issue in favor of Subordinated Creditor the Subordinated Note (as defined below).
B.Senior Creditors, Credit Party and certain of its subsidiaries and affiliates have entered into the Senior Loan Agreement (as defined below), and Senior Agent, Credit Party and certain of its subsidiaries and affiliates have entered into the Senior Security Agreement (as defined below) under which Credit Party and such subsidiaries and affiliates have granted a security interest in the Collateral (as defined below) in favor of the Senior Creditors as security for the payment of Credit Party’s obligations under the Senior Loan Agreement.
C.To induce Lenders under and as defined in the Senior Loan Agreement referred to below to make and maintain the credit extensions to the Credit Party and the other borrowers under the Senior Loan Agreement, Subordinated Creditor is willing to subordinate the Subordinated Debt (as defined below) to the Senior Debt (as defined below) on the terms and conditions herein set forth.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.Definitions. As used herein, the following terms have the following meanings:
“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.
“Collateral’ has the meaning set forth in the Senior Security Agreement.
“Enforcement Action” means, with respect to any indebtedness, obligation (contingent or otherwise) or Collateral at any time held by any lender or noteholder, (i) commencing, by judicial or non-judicial means, the enforcement of, or otherwise attempting to enforce, such indebtedness, obligation or Collateral of any of the default remedies under any of the applicable agreements or documents of such lender or noteholder, the UCC or other applicable law (other than the mere issuance of a notice of default or notice of the right by such lender or noteholder to seek specific performance with respect to any covenants in favor of such lender or noteholder), (ii) repossessing, selling, leasing or otherwise disposing of all or any part of such Collateral, including without limitation causing any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any Collateral, or exercising account debtor or obligor notification or collection rights with respect to all or any portion thereof, or attempting or agreeing to do so, (iii) appropriating, setting off or applying to such lender or noteholder’s claim any part or all of such Collateral or other property 

G-1




​

in the possession of, or coming into the possession of, such lender or noteholder or its agent, trustee or bailee, (iv) asserting any claim or interest in any insurance with respect to such indebtedness, obligation or Collateral, (v) instituting or commencing, or joining with any Person in commencing, any action or proceeding with respect to any of the foregoing rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Event involving any Obligor), (vi) exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Subordinated Creditor is a party or (vii) otherwise enforcing, or attempting to enforce, any other rights or remedies under or with respect to any such indebtedness, obligation or Collateral.
“Insolvency Event” means that any Obligor or any of its subsidiaries shall have (i) applied for, consented to or acquiesced in the appointment of a trustee, receiver or other custodian for it or any of its property, or (ii) made a general assignment for the benefit of creditors or similar arrangement in respect of such Obligor’s or subsidiary’s creditors generally or any substantial portion thereof, or (iii) permitted, consented to, or suffered to exist the appointment of a trustee, receiver or other custodian for it or for a substantial part of its property, or (iv) commenced any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (v) (A) permitted, consented to, or suffered to exist the commencement of any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (B) any such case, action or proceeding shall have resulted in the entry of an order for relief or shall have remained for sixty (60) days undismissed.
“Obligor” has the meaning set forth in the Senior Loan Agreement.
“Person” has the meaning set forth in the Senior Loan Agreement.
“Senior Creditors” means Senior Agent and the Lenders under and as defined in the Senior Loan Agreement.
“Senior Debt” means the Obligations (as defined in the Senior Loan Agreement).
“Senior Discharge Date” means the first date on which all of the Senior Debt (other than contingent indemnification obligations has been paid indefeasibly in full in cash and all commitments of Senior Lenders under the Senior Loan Documents have been terminated.
“Senior Loan Agreement” means that certain Term Loan Agreement, dated as of May 19, 2020, by and among Strongbridge U.S. Inc., as borrower, Strongbridge Biopharma Public Limited Company, as guarantor, Strongbridge Dublin Limited, as guarantor, and Cortendo AB (publ), as guarantor, the other subsidiary guarantors from time to time party thereto, and the 

G-2




​

Senior Creditors, as amended, amended and restated, supplemented or otherwise modified from time to time.
“Senior Loan Documents” means, collectively, the Loan Documents (as defined in the Senior Loan Agreement), in each case as amended, amended and restated, supplemented or otherwise modified from time to time.
“Senior Security Agreement” means that certain Security Agreement, dated as of May 19, 2020, among each Obligor party thereto, and Senior Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.
“Subordinated Debt” means and includes all obligations, liabilities and indebtedness of APPLICABLE CREDIT PARTY] owed to Subordinated Creditor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations.
“Subordinated Debt Documents’“ means, collectively, the Subordinated Note and each other loan document or agreement entered into by [APPLICABLE CREDIT PARTY] in connection with the Subordinated Note, as amended, amended and restated, supplemented or otherwise modified from time to time.
“Subordinated Note” means that certain $[​ ​] subordinated promissory note, dated [_______], issued by [APPLICABLE CREDIT PARTY] to Subordinated Creditor, as amended, amended and restated, supplemented or otherwise modified from time to time.
“UCC’ means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.
2.Liens. (a) Subordinated Creditor represents and warrants that the Subordinated Debt is unsecured. Subordinated Creditor agrees that it will not request or accept any security interest in any Collateral to secure the Subordinated Debt; provided that, should Subordinated Creditor obtain a lien or security interest on any asset or Collateral to secure all or any portion of the Subordinated Debt for any reason (which action shall be in violation of this Agreement), notwithstanding the respective dates of attachment and perfection of the security interests in the Collateral in favor of the Senior Creditors or Subordinated Creditor, or any contrary provision of the UCC, or any applicable law or decision to the contrary, or the provisions of the Senior Loan Documents or the Subordinated Debt Documents, and irrespective of whether Subordinated Creditor or the Senior Creditors hold possession of any or all part of the Collateral, all now existing or hereafter arising security interests in the Collateral in favor of Subordinated Creditor in respect of the Subordinated Debt Documents shall at all times be subordinate to the security interest in such Collateral in favor of the Senior Creditors in respect of the Senior Loan Documents.
(b)Subordinated Creditor acknowledges that the Senior Creditors have been granted liens upon the Collateral, and Subordinated Creditor hereby consents thereto and to the incurrence of the Senior Debt.

G-3




​

(c)Until the Senior Discharge Date, in the event of any private or public sale or other disposition of all or any portion of the Collateral, Subordinated Creditor agrees that such Collateral shall be sold or otherwise disposed of free and clear of any liens in favor of Subordinated Creditor. Subordinated Creditor agrees that any such sale or disposition of Collateral shall not require any consent from Subordinated Creditor, and Subordinated Creditor hereby waives any right it may have to object to such sale or disposition.
3.Payment Subordination. (a) Notwithstanding the terms of the Subordinated Debt Documents, until the Senior Discharge Date, (i) all payments and distributions of any kind or character, whether in cash, property or securities, in respect of the Subordinated Debt are subordinated in right and time of payment to all payments in respect of the Senior Debt, and (ii) Subordinated Creditor will not demand, sue for or receive from [APPLICABLE CREDIT PARTY] (and [APPLICABLE CREDIT PARTY] will not pay) any part of the Subordinated Debt, whether by payment, prepayment, distribution, setoff, or otherwise, or accelerate the Subordinated Debt.
(b)Subordinated Creditor must deliver to the Senior Agent in the form received (except for endorsement or assignment by Subordinated Creditor) any payment, distribution, security or proceeds it receives on the Subordinated Debt other than according to this Agreement.
4.Subordination of Remedies. Until the Senior Discharge Date, and whether or not any Insolvency Event has occurred, Subordinated Creditor will not accelerate the maturity of all or any portion of the Subordinated Debt, enforce, attempt to enforce, or exercise any right or remedy with respect to any Collateral or the Subordinated Debt, or take any other Enforcement Action with respect to the Subordinated Debt.
5.Payments Over. All payments and distributions of any kind, whether in cash, property or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to the Senior Creditors in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Notwithstanding the foregoing, if any payment or distribution of any kind, whether in cash, property or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before Senior Discharge Date (whether or not expressly characterized as such), then such payment or distribution shall be segregated by Subordinated Creditor and held in trust for, and shall be promptly paid over to, the Senior Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, in respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Subordinated Creditor irrevocably appoints the Senior Agent as Subordinated Creditor’s attorney-in-fact, and grants to the Senior Creditors a power of attorney with full power of substitution (which power of attorney is coupled with an interest), in the name of Subordinated Creditor or in the name of the Senior Agent, for the use and benefit of the Senior Creditors, without notice to Subordinated Creditor, to make any such endorsements. This Section 5 shall be enforceable even if the Senior Creditors’ liens on the Collateral are alleged, determined, or held to constitute fraudulent transfers (whether 

G-4




​

constructive or actual), preferential transfers, or otherwise avoided or voidable, set aside, recharacterized or equitably subordinated.
6.Insolvency Proceedings, (a) This Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Credit Party or any other Obligor shall include Credit Party or such Obligor as debtor and debtor-in- possession and any receiver or trustee for Credit Party or any other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or in connection with any other Insolvency Event.
(b)Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Credit Party or any other Obligor.
(c)The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor.
(d)Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Credit Party or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Credit Party or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, without the consent, in their sole discretion, of the Senior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code.
(e)Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of the Senior Creditors’ interests in the Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as 

G-5




​

defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Credit Party or any other Obligor, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their sole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; (iii) any sale or other disposition of the Collateral or substantially all of the assets of Credit Party or any other Obligor (include any such sale free and clear of liens or other claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any claim it may hereafter have against the Senior Creditors arising out of such election; (viii) the Senior Creditors’ exercise or enforcement of its right to credit bid any or all of its debt claims against Credit Party or any other Obligor, including, without limitation, the Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to the Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of Credit Party or any other Obligor.
7.Distributions of Proceeds of Collateral. All realizations upon any Collateral pursuant to or in connection with an Enforcement Action, an Insolvency Event or otherwise shall be paid or delivered to the Senior Agent in respect of the Senior Debt until the Senior Discharge Date before any payment may be made to Subordinated Creditor.
8.Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior Agent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Creditors may release or refrain from enforcing their security interest in any Collateral, or permit the use or consumption of such Collateral by Credit Party and each Obligor free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

G-6




​

9.Attorney-In-Fact. Until the Senior Discharge Date, Subordinated Creditor irrevocably appoints the Senior Agent as its attorney-in-fact, with power of attorney with power of substitution, in Subordinated Creditor’s name or in any Senior Creditor’s name, for the Senior Creditors’ use and benefit without notice to Subordinated Creditor, to do the following during an Insolvency Event:
(a)file any claims in respect of the Subordinated Debt on behalf of Subordinated Creditor if Subordinated Creditor does not do so at least 30 days before the time to file claims expires; and
(b)vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of Credit Party or any other Obligor.
Such power of attorney is irrevocable and coupled with an interest.
10.Legend; Amendment of Debt, (a) Subordinated Creditor will immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement.
(b)Until the Senior Discharge Date, Subordinated Creditor shall not, without prior written consent of the Senior Agent, agree to any amendment, modification or waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Creditors; (ii) increase the interest rate on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Debt; (iv) impose on Credit Party or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to Credit Party or any other Obligor; (vi) grant a lien or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon Subordinated Creditor, which individually or in the aggregate would be materially adverse to Credit Party, any other Obligor or the Senior Creditors. Any such amendment, modification or waiver made in violation of this Section 10(b) shall be void.
(c)At any time without notice to Subordinated Creditor, the Senior Creditors may take such action with respect to the Senior Debt as the Senior Creditors, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal, extending the time of payment, increasing interest rates, renewing, compromising or otherwise amending any documents affecting the Senior Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Credit Party or any other 

G-7




​

person. No action or inaction will impair or otherwise affect any Senior Creditor’s rights under this Agreement.
11.Certain Waivers, (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation.
(b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.
12.Representations and Warranties. Subordinated Creditor represents and warrants to the Senior Creditors that:
(a)all action on the part of Subordinated Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of Subordinated Creditor hereunder has been taken;

G-8




​

(b)this Agreement constitutes the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms;
(c)the execution, delivery and performance of and compliance with this Agreement by Subordinated Creditor will not (i) result in any material violation or default of any term of any of Subordinated Creditor’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material applicable law, rule or regulation; and
(d)Subordinated Creditor has not previously assigned any interest in the Subordinated Debt, and no Person other than the Subordinated Creditor owns an interest in the Subordinated Debt.
13.Term; Reinstatement. This Agreement shall remain in full force and effect until the Senior Discharge Date, notwithstanding the occurrence of an Insolvency Event. If, after the Senior Discharge Date, the Senior Creditors must disgorge any payments made on the Senior Debt for any reason (including, without limitation, in connection with the bankruptcy of Credit Party or in connection with any other Insolvency Event), this Agreement and the relative rights and priorities provided in it, will be reinstated as to all disgorged payments as though such payments had not been made, and Subordinated Creditor will immediately pay the Senior Agent all payments received in respect of the Subordinated Debt to the extent such payments or retention thereof would have been prohibited under this Agreement.
14.Successors and Assigns. This Agreement binds Subordinated Creditor, its successors or assigns, and benefits the Senior Creditors’ successors or assigns. This Agreement is for Subordinated Creditor’s and the Senior Creditors’ benefit and not for the benefit of Credit Party or any other party. Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any related document or any interest in any Collateral therefor unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Senior Agent an agreement of such transferee to be bound hereby, or an agreement substantially identical to this Agreement providing for the continued subjection of the Subordinated Debt, the interests of the transferee in the Collateral and the remedies of the transferee with respect thereto as provided herein with respect to Subordinated Creditor and for the continued effectiveness of all of the other rights of the Senior Creditors arising under this Agreement, in each case in form satisfactory to the Senior Creditors. Any such sale, assignment, pledge, disposition or transfer not made in compliance with the terms of this Section 14 shall be void.
15.Further Assurances. Subordinated Creditor hereby agrees to execute such documents and/or take such further action as the Senior Agent may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by the Senior Agent.
16.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Executed counterparts may be delivered by facsimile.

G-9




​

17.Governing Law; Waiver of Jury Trial, (a) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.
(b)EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
18.Entire Agreement; Waivers and Amendments. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. The Senior Creditors and Subordinated Creditor are not relying on any representations by the other creditor party or Credit Party in entering into this Agreement, and each of the Senior Creditors and Subordinated Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Credit Party and each other Obligor. No amendment, modification, supplement, termination, consent or waiver of or to any provision of this Agreement, nor any consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Senior Agent and Subordinated Creditor. Any waiver of any provision of this Agreement, or any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which given.
19.No Waiver. No failure or delay on the part of any Senior Creditor or Subordinated Creditor in the exercise of any power, right, remedy or privilege under this Agreement shall impair such power, right, remedy or privilege or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise of any other power, right or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to any Senior Creditor.
20.Legal Fees. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable, invoiced and out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred in such action.
21.Severability. Any provision of this Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
22.Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by facsimile or electronic mail, message confirmed, and shall be deemed to be effective for purposes of this Agreement on the day that delivery is made or refused. Unless otherwise 

G-10




​

specified in a notice mailed or delivered in accordance with the foregoing sentence, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and facsimile numbers indicated on the signature pages hereto.
23.No Third-Party Beneficiaries; Other Benefits. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and the parties do not intend to confer third party beneficiary rights upon any other person. Subordinated Creditor understands that there may be various agreements between the Senior Creditors and Credit Party or the other Obligors evidencing and governing the Senior Debt, and Subordinated Creditor acknowledges and agrees that such agreements are not intended to confer any benefits on Subordinated Creditor and that the Senior Creditors shall have no obligation to Subordinated Creditor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to it under such agreements.
[Signature pages follow]
​

G-11




​

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SUBORDINATED CREDITOR:
[__________]
​
​
By____________________________
     Name:
     Title:
​
Address for Notices:
[__________]
[__________]
[__________]
Attn:    [__________]
Tel.:     [__________]
Fax:     [__________]
Email: [__________]
​
​
SENIOR AGENT (on behalf of the SENIOR CREDITORS):
​
​
AVENUE VENTURE OPPORTUNITIES FUND, L.P.
​
By​ ​​ ​
Name:
Title:
​
Address for Notices:
11 W. 42nd St., 9th Floor
New York, NY 10036
Attn:​ ​​ ​
Tel:​ ​​ ​
Fax:​ ​​ ​
Email:​ ​​ ​
​

G-12




​

[INSERT NAME OF APPLICABLE
CREDIT PARTY]
​
By____________________________
     Name:
     Title:
​
Address for Notices:
[__________]
[__________]
[__________]
Attn:    [__________]
Tel.:     [__________]
Fax:     [__________]
Email: [__________]
​
​

G-13




​

Exhibit H
To Term Loan Agreement
​
​
[RESERVED]

H




​

Exhibit I
To Term Loan Agreement
FORM OF WARRANT
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
WARRANT TO PURCHASE ORDINARY SHARES
OF
STRONGBRIDGE BIOPHARMA PLC
Dated as of [  ], [   ] (the “Issue Date”)
Void after the date specified in Section 8
Warrant to Purchase
[__] Ordinary Shares
​
(subject to adjustment)
THIS CERTIFIES THAT, for value received, [  ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from STRONGBRIDGE BIOPHARMA PLC, a public limited company incorporated under the laws of Ireland (the “Company”) that number of shares (the “Shares”) of the Company’s ordinary shares, of nominal value $0.01 per share (the “Ordinary Shares”), at such times and at the price per Share, set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of May 19, 2020, by and between the Company, the Borrower and Subsidiary Guarantors (each as defined therein) from time to time party thereto, the Lenders from time to time party thereto and Avenue Venture Opportunities Fund, L.P.
The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:

I-1




​

1.Number and Price of Shares: Exercise Period.
(a)Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to [  ] Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section 8.
(b)Exercise Price. The exercise price per Share shall be equal to [  ], subject to adjustment pursuant hereto (the “Exercise Price”), provided however, the exercise price shall never be less than the nominal value of an Ordinary Share.
(c)Exercise Period. This Warrant shall be exercisable, in whole or in part, prior to (or in connection with) the expiration of this Warrant as set forth in Section 8.
2.Exercise of the Warrant.
(a)Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in accordance with Section 1, by:
(i)the tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”) duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and
(ii)the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (v) the number of Shares being purchased, by wire transfer or certified, cashier's or other check acceptable to the Company and payable to the order of the Company.
(b)Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares, paid-up to their nominal value, equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election and the payment to the Company of an amount equal to (x) the nominal value of a Share multiplied by (v) the number of Shares being purchased (the “Nominal Value Payment Amount”), by wire transfer or certified, cashier's or other check acceptable to the Company and payable to the order of the Company, in which event the Company shall issue to the Holder that number of Shares computed using the following formula:
X    =      Y(A-B)   
A
​
Where:
		X    =
	The number of Shares to be issued to the Holder


​
		Y    =
	The number of Shares to be purchased (as specified in paragraph 1 of the applicable Notice of Exercise)



I-2




​

​
		A    =
	The fair market value of one Ordinary Share (at the date of such calculation)


​
		B    =
	The Exercise Price (as adjusted to the date of such calculation) less the nominal value of one Ordinary Share


​
For purposes of the calculation above, the fair market value of one Share shall be determined as follows:
(i)if the Ordinary Shares are traded on any securities exchange or quoted on an established automated over-the-counter market, the fair market value shall be deemed to be the average of the closing prices over a ten (10) Trading Day period ending five (5) Trading Days before the date of calculation; or
(ii)if at any time the Ordinary Shares are not listed on any securities exchange or quoted on an established automated over-the-counter market, the fair market value of Ordinary Shares shall be the price per Ordinary Share which the Company could obtain from a willing buyer (not a current employee or director) for Ordinary Shares sold by the Company, from authorized but unissued Ordinary Shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a Reorganization, in which case the fair market value of the Ordinary Shares shall be deemed to be the per share value received by the holders of the Company’s Ordinary Shares pursuant to such Reorganization.
For purposes hereof, the date of calculation shall be the date the Holder sends to the Company a Notice of Exercise. “Trading Day” means a day in which trading in the Ordinary Shares generally occurs on The Nasdaq Global Select Market or if the Ordinary Shares are not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Ordinary Shares are then listed, or if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded. “Trading Day” means any Business Day. “Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
(c)Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all Shares subject hereto, and if the fair market value of one Share is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 2(b) (even if not surrendered) immediately before its expiration and the Holder shall be deemed to have provided, in connection with such exercise, an undertaking to pay the Nominal Value Payment Amount to the Company in cash on demand. For purposes of such automatic exercise, the fair market value of one Share upon such expiration shall be determined pursuant to Section 2(b). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 2(c), the Company agrees to promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise.

I-3




​

(d)Share Certificates. This Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Shares issuable upon such exercise. In the event that this Warrant is exercised in part and has not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant.
(e)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.
(f)Conditional Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any transaction that would cause the expiration of this Warrant pursuant to Section 8 by so indicating in the notice of exercise.
(g)Reservation of Shares. The Company agrees during the term this Warrant is exercisable to reserve and keep available from its authorized and unissued Ordinary Shares such number of Ordinary Shares as shall from time to time be sufficient to effect the exercise of this Warrant, and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms, without limitation of such other remedies as may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may be necessary to increase its authorized and unissued Ordinary Shares of the Company to a number of Ordinary Shares as shall be sufficient for such purposes. The Company represents and warrants that all Shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof, be validly issued, fully paid and non-assessable.
(h)Issued Securities. The Company represents and warrants to the Holder that all issued and outstanding Ordinary Shares or any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All outstanding Ordinary Shares and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:
(i)A description of the Company’s capitalization attached hereto as Schedule A is true and complete, in all material respects, as of the Issue Date.
(ii)Except for this Warrant and as otherwise disclosed on Schedule A, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s share capital or other securities of the Company.

I-4




​

3.Replacement of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.
4.Transfer of the Warrant.
(a)Warrant Resister. The Company shall maintain a register (the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change.
(b)Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities.
(c)Transferability of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.
(d)Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.
(e)Taxes. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

I-5




​

5.Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:
(a)Restrictions on Transfers. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and either:
(i)there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii)(A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by the Holder to any affiliate of the Holder (or any fund or partnership under common control with one of more general partners or managing members of, or shares the same management company with, the Holder) or a transfer by the Holder to any of the Holder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.
(b)Investment Representation Statement. Unless this Warrant is exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised or pursuant to Section 2(b) that results in the Shares issued upon exercise being eligible for resale under Rule 144, it shall be a condition to any exercise of this Warrant that the Holder shall have confirmed the representations set forth in Section 10 hereof.
(c)Securities Law Legend. Subject to Section 5(e), the Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR 

I-6




​

HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
(d)Instructions Regarding Transfer Restrictions. Subject to Section 5(e), the Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.
(e)Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(c) stamped on a certificate evidencing the Shares and the transfer instructions and record notations with respect to the Securities shall be removed promptly upon request by the Holder and the Company shall issue a certificate without such legend to the holder of such Securities if (i) such Securities are registered under the Securities Act, (ii) such securities are eligible for resale under Rule 144, or (iii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.
(f)Compliance with Securities Laws. The Holder is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
6.Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows:
(a)Merger or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which Ordinary Shares of the Company are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization (collectively, “Reference Property”), equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled to receive in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the 

I-7




​

provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. Without limiting the foregoing, in connection with any Reorganization, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. The provisions of this Section 6(a) shall similarly apply to successive Reorganizations.
(b)Reclassification of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization or otherwise (other than as otherwise provided for herein) (a “Reclassification ’), then, in any such event, in lieu of the number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of Shares of such other class or classes of shares that a holder of the number of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares.
(c)Subdivisions and Combinations. In the event that the outstanding Ordinary Shares are subdivided (by shares split, by payment of a shares dividend or otherwise) into a greater number of Ordinary Shares, the number of Shares issuable upon exercise of the this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding Ordinary Shares are combined (by reclassification or otherwise) into a lesser number of Ordinary Shares, the number of Shares issuable upon exercise of the this Warrant immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.
(d)Notice of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or other property purchasable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.
7.Notification of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:
(a)the issuance of any dividend or other distribution on the share capital of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of Ordinary Shares issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (iii) repurchases of Ordinary Shares issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries 

I-8




​

pursuant to rights of first refusal or first offer contained in agreements providing for such rights, or (iv) repurchases of Ordinary Shares in connection with the settlement of disputes with any shareholder), whether in cash, property, shares or other securities;
(b)the voluntary liquidation, dissolution or winding up of the Company; or
(c)any transaction resulting in the expiration of this Warrant pursuant to Section 8(b);
the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.
8.Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:
(a)5:00 p.m., Pacific time, on [__], [__];4 or
(b)(i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any share acquisition, reorganization, merger or consolidation but excluding any sale of shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.
9.No Rights as a Shareholder. Nothing contained herein shall entitle the Holder to any rights as a shareholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of nominal value or change of shares to no nominal value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive 

4 Five years from Issue Date.

I-9




​

dividends or subscription rights or any other rights of a shareholder of the Company until this Warrant shall have been exercised.
10.Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:
(a)No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto.
(b)Investment Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same.
(c)Investment Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.
(d)Speculative Nature of Investment. The Holder understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.
(e)Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Holder has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any such information is true, correct, timely and complete.
(f)Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.
(g)Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company, the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold, the number of shares being 

I-10




​

sold during any three-month period not exceeding specified limitations, the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.
(h)Authorization. The Holder has full legal capacity, power and authority to execute and deliver this Warrant and to perform its obligations hereunder. This Warrant constitutes the valid and binding obligations of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
11.Miscellaneous.
(a)Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder of this Warrant.
(b)Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.
(c)Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:
(i)if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as show on the signature page hereto, or at such other current address as the Holder shall have furnished to the Company; or
(ii)if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at the Company’s address, facsimile number or electronic mail address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder.
Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (it if delivered by hand, messenger or courier service, when 

I-11




​

delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.
(d)Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York, or of any other state.
(e)Jurisdiction and Venue. The Company agrees that any suit, action or proceeding with respect to this Agreement or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York, New York, or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 11(e) is for the benefit of the Holder only and, as a result, Holder shall not be prevented from taking proceedings in any other courts with jurisdiction. Nothing herein shall in any way be deemed to limit the ability of the Holder to serve any such process or summonses in any other manner permitted by applicable law. The Company irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Warrant and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Company is or may be subject, by suit upon judgment.
(f)Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.
(g)Severability. If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance with its terms.

I-12




​

(h)Waiver of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT.
(i)California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE, THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
(j)Saturdays, Sundays and Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S. federal holiday.
(k)Rights and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.
(l)Entire Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.
(signature page follows)
​

I-13




​

The Company and the Holder sign this Warrant as of the date stated on the first page.
COMPANY:
​
STRONGBRIDGE BIOPHARMA PLC
​
By ​ ​
Name:
Title:
​
Address for Notices:
900 Northbrook Drive
Suite 200
Trevose, PA 19053
Attn:
Tel:
Fax:
Email:
​
With a copy (which shall not constitute notice) to:
​
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
Attention:  Aron Izower
Tel:(212 549-0393
Fax:(212) 521-5450
Email:aizower@reedsmith.com
AGREED AND ACKNOWLEDGED,
HOLDER:
​
[   ]
By:​ ​
Name:
Title:
​
Address for Notices:
[   ]
Attn:[   ]
Tel:[   ]
Fax:[   ]
Email:[   ]

I-14




​

SCHEDULE A
Capitalization
	Class &
Number of Shares
	Par Value
	Authorized
	Issued
	Outstanding

	Preferred Shares
	$0.01
	100,000,000
	[   ]
	[   ]

	Ordinary Shares
	$0.01
	600,000,000
	[   ]
	[   ]

	Deferred Ordinary
Shares
	€1.00
	40,000
	[   ]
	[   ]



​
Outstanding Options: [   ] with weighted average exercise price of $[   ].
Outstanding Warrants -
•[   ] Warrants with exercise price of $[   ]
•[   ] Warrants with exercise price of $[   ]
Outstanding Restricted Stock Units: [   ]
​

I-15




​

EXHIBIT A
NOTICE OF EXERCISE
TO:[        ] (the “Company”)
Attention:CHIEF FINANCIAL OFFICER
	(1)
	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant:


Number of shares:​ ​
Type of security:​ ​
(2)Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to:
		[   ]
	A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.


		[   ]
	The net issue exercise provisions of Section 2(b) of the attached warrant.


(3)Conditional Exercise. Is this a conditional exercise pursuant to Section 2(f):
[   ]  Yes   [   ]  No
If “Yes,” indicate the applicable condition:
‌​
(4)Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:
		[   ]
	The undersigned


		[   ]
	Other—Name:​ ​


		[   ]
	Address:​ ​


​ ​​ ​​
		[   ]
	Not applicable


	(6)
	[Investment Intent. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all 



I-16




​

representations and warranties of the undersigned set forth in Section 10 of the attached warrant are true and correct as of the date hereof.]5
​
​ ​​
(Print name of the warrant holder)
​
​ ​​
(Signature)
​
​ ​​
(Name and title of signatory, if applicable)
​
​ ​​
(Date)
​
​ ​​
(Fax number)
​
​ ​​
(Email address)
​

5 Include if exercised pursuant to Section 2(a).

I-17




​

EXHIBIT B
ASSIGNMENT FORM
ASSIGNOR:​ ​
COMPANY:​ ​
	WARRANT:
	THE WARRANT TO PURCHASE SHARES OF ORDINARY SHARES ISSUED ON [  ], [  ] (THE “WARRANT”)


DATE:‌
	(1)
	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below:


Name of Assignee:​ ​
Address of Assignee:​ ​
​ ​​
Number of Shares Assigned:​ ​
and does irrevocably constitute and appointas attorney to make such transfer on the books of Strongbridge Biopharma plc, maintained for the purpose, with full power of substitution in the premises.
	(2)
	Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.


	(3)
	[Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth in Section 10 of the Warrant are true and correct as to Assignee as of the date hereof.]6


Assignor and Assignee are signing this Assignment Form on the date first set forth above.

6 Include to the extent required pursuant to Section 5(a).

I-18




​

	ASSIGNOR
	​
	ASSIGNEE

	​
	​
	​

	​
	​
	​

	(Print name of Assignor)
	​
	(Print name of Assignee)

	​
	​
	​

	​
	​
	​

	(Signature of Assignor)
	​
	(Signature of Assignee)

	​
	​
	​

	​
	​
	​

	(Print name of signatory, if applicable)
	​
	(Print name of signatory, if applicable)

	​
	​
	​

	​
	​
	​

	(Print title of signatory, if applicable)
	​
	(Print title of signatory, if applicable)

	​
	​
	​

	​
	​
	​

	Address:
	​
	Address:

	​
	​
	​

	​
	​
	​

	​
	​
	​

	​
	​
	​



​
​

I-19