Pursuant to 17 CFR 229.601(b)(10)(iv),
    confidential information (indicated by [***]) has been omitted from this exhibitÛecause it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

  Exhibit 10.5

   

  Execution Version 

  

  	 


   

  CREDIT AGREEMENT

   

  Dated as of September 24, 2019

   

  Among

   

  AEGERION PHARMACEUTICALS, INC.,

    as Borrower

   

  AMRYT PHARMA PLC,

    as Parent

   

  THE LENDERS PARTY HERETO

   

  and

   

  CANTOR FITZGERALD SECURITIES,

    as Administrative Agent

  

  	 


   

  
    
      
 

  

  
   

  	 	 	 
	 TABLE OF CONTENTS 
	 	 	 
	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS

        
	 	 	 
	Section 1.01	Defined Terms	2
	Section 1.02	Other Interpretive Provisions	26
	Section 1.03	Accounting Terms	26
	Section 1.04	References to Agreements, Laws, Etc.	27
	Section 1.05	Times of Day	27
	Section 1.06	Timing of Payment or Performance	27 

        
	 	 	 
	ARTICLE II
	 	 	 
	THE COMMITMENTS AND THE LOANS
	 	 	 
	Section 2.01	The Commitments and the Loans	27
	Section 2.02	Prepayments	28
	Section 2.03	Repayment of Loans	30
	Section 2.04	Interest	30
	Section 2.05	Fees	31
	Section 2.06	Computation of Interest and Fees	31
	Section 2.07	Evidence of Indebtedness	31
	Section 2.08	Payments Generally	32
	Section 2.09	Sharing of Payments	33
	 	 	 
	ARTICLE III
	 	 	 
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	 	 	 
	Section 3.01	Taxes	34
	Section 3.02	Increased Cost and Reduced Return; Capital and Liquidity Requirements	38
	Section 3.03	Matters Applicable to All Requests for Compensation	39
	Section 3.04	Mitigation Obligations; Replacement of Lenders under Certain Circumstances	39
	Section 3.05	Survival	40
	 	 	 
	ARTICLE IV
	 	 	 
	CONDITIONS PRECEDENT TO LOANS
	 	 	 
	Section 4.01	Conditions to Loans	40


   

  
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  	ARTICLE V
	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	Section 5.01	Existence, Qualification and Power; Compliance with Laws	43
	Section 5.02	Authorization; No Contravention	43
	Section 5.03	Governmental Authorization; Other Consents	43
	Section 5.04	Binding Effect	43
	Section 5.05	[Reserved]	44
	Section 5.06	Litigation	44
	Section 5.07	Ownership of Property; Liens	44
	Section 5.08	Enforceable Obligations	44
	Section 5.09	Environmental Compliance	44
	Section 5.10	Taxes	46
	Section 5.11	Compliance with ERISA	46
	Section 5.12	Labor Matters	46
	Section 5.13	Insurance	47
	Section 5.14	Subsidiaries; Equity Interests	47
	Section 5.15	Margin Regulations; Investment Company Act; Anti-Terrorism Laws; Sanctions and Other Regulations	47
	Section 5.16	Disclosure	48
	Section 5.17	Intellectual Property	48
	Section 5.18	Plan Funding Agreement	49
	Section 5.19	EEA Financial Institution	49
	Section 5.20	Contractual Obligations	49
	 	 	 
	ARTICLE VI
	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 
	Section 6.01	Financial Statements	49
	Section 6.02	Certificates; Reports; Other Information	50
	Section 6.03	Notice Requirements; Other Information	51
	Section 6.04	Environmental Matters	52
	Section 6.05	Maintenance of Existence	54
	Section 6.06	Maintenance of Properties	54
	Section 6.07	Maintenance of Insurance	54
	Section 6.08	Compliance with Laws	55
	Section 6.09	Books and Records	55
	Section 6.10	Inspection Rights; Lender Calls	55
	Section 6.11	Additional Guarantors	56
	Section 6.12	Use of Proceeds	56
	Section 6.13	Anti-Corruption and Sanctions Laws	56
	Section 6.14	Taxes	56
	Section 6.15	End of Fiscal Years; Fiscal Quarters	56
	Section 6.16	ERISA	57


   

  
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  	Section 6.17	Further Assurances	57
	Section 6.18	Business	58
	Section 6.19	Landlord Agreements	58
	Section 6.20	Post-Closing Matters	58
	 	 	 
	 ARTICLE VII 
	 	 	 
	 NEGATIVE COVENANTS 
	 	 	 
	Section 7.01	Liens	58
	Section 7.02	Investments	61
	Section 7.03	Indebtedness	62
	Section 7.04	Fundamental Changes	63
	Section 7.05	Dispositions	63
	Section 7.06	Restricted Payments	65
	Section 7.07	Change in Nature of Business	65
	Section 7.08	Transactions with Affiliates	65
	Section 7.09	Prepayments and Modifications of Certain Agreements	66
	Section 7.10	Negative Pledge	66
	Section 7.11	Amendments to Organization Documents	67
	Section 7.12	Use of Proceeds	67
	Section 7.13	Accounting Changes	67
	Section 7.14	OFAC	67
	Section 7.15	Ownership of Subsidiaries	67
	Section 7.16	Compliance With Certain Laws	67
	Section 7.17	Minimum Liquidity	68
	Section 7.18	Immaterial Subsidiaries	68
	 	 	 
	 ARTICLE VIII 
	 	 	 
	 EVENTS OF DEFAULT AND REMEDIES 
	 	 	 
	Section 8.01	Events of Default	68
	Section 8.02	Remedies Upon Event of Default	71
	Section 8.03	Application of Funds	72
	 	 	 
	 ARTICLE IX 
	 	 	 
	 ADMINISTRATIVE AGENT AND OTHER AGENTS 
	 	 	 
	Section 9.01	Appointment and Authorization	73
	Section 9.02	Delegation of Duties	74
	Section 9.03	Liability of the Administrative Agent	75
	Section 9.04	Reliance by the Administrative Agent	75
	Section 9.05	Notice of Default	76


   

  
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  	Section 9.06	Credit Decision; Disclosure of Information by the Administrative Agent	76
	Section 9.07	Indemnification of the Administrative Agent	77
	Section 9.08	The Administrative Agent in its Individual Capacity	77
	Section 9.09	Successor Agents	78
	Section 9.10	Administrative Agent May File Proofs of Claim	78
	Section 9.11	Release of Collateral and Guarantee	79
	Section 9.12	Other Agents; Arrangers and Managers	80
	Section 9.13	Appointment of Supplemental Administrative Agent	80
	 	 	 
	 ARTICLE X 
	 	 	 
	 MISCELLANEOUS 
	 	 	 
	Section 10.01	Amendments, Etc.	81
	Section 10.02	Notices and Other Communications; Facsimile and Electronic Copies	82
	Section 10.03	No Waiver; Cumulative Remedies	86
	Section 10.04	Costs and Expenses	87
	Section 10.05	Indemnification by the Borrower	87
	Section 10.06	Payments Set Aside	89
	Section 10.07  	Successors and Assigns	89
	Section 10.08  	Confidentiality	93
	Section 10.09	Setoff	94
	Section 10.10	Counterparts	94
	Section 10.11	Integration	95
	Section 10.12	Survival of Representations and Warranties	95
	Section 10.13	Severability	95
	Section 10.14	GOVERNING LAW	95
	Section 10.15	WAIVER OF RIGHT TO TRIAL BY JURY	96
	Section 10.16	Binding Effect	96
	Section 10.17	Lender Action	96
	Section 10.18	USA PATRIOT Act	96
	Section 10.19	No Advisory or Fiduciary Responsibility	96
	Section 10.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	97


   

  
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  	SCHEDULES	 	 
	 	 	 
	Schedule 1	-	Closing Checklist
	Schedule 2	-	Subsidiary Guarantors
	Schedule 2.01	-	Commitments and Rollover Loans
	Schedule 3	-	Immaterial Subsidiaries and Asset Levels
	Schedule 5.01	-	Existence, Qualification and Power; Compliance with Laws
	Schedule 5.02	-	Authorizations; No Contravention
	Schedule 5.06	-	Litigation
	Schedule 5.07(b)	-	Real Property
	Schedule 5.09	-	Environmental Compliance
	Schedule 5.10	-	Taxes
	Schedule 5.14	-	Subsidiaries and Other Equity Investments
	Schedule 5.17	-	Intellectual Property, Licenses
	Schedule 5.20	-	Material Contracts
	Schedule 6.20	-	Post-Closing Matters
	Schedule 7.01(b)	-	Existing Liens
	Schedule 7.02(c)	-	Existing Investments
	Schedule 7.03(b)	-	Surviving Indebtedness
	Schedule 7.08(c)	-	Existing Affiliate Transactions
	Schedule 10.02	-	Administrative Agent’s Office, Certain Addresses for Notices


   

  
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  	EXHIBITS	 	 
	 	 	 
	Exhibit A-1	--	Form of Committed Loan Notice
	Exhibit A-2	--	Form of Prepayment Notice
	Exhibit A-3	--	Form of PIK Election Request
	Exhibit B	--	Form of Note
	Exhibit C	--	Form of Compliance Certificate
	Exhibit D	--	Form of Assignment and Assumption
	Exhibit E-l	--	Form of Guarantee and Collateral Agreement
	Exhibit E-2	--	Form of Pledge Agreement
	Exhibit F	--	Form of Officer’s Certificate
	Exhibit G	--	Form of Administrative Questionnaire
	Exhibits H-l to H-4	--	Forms of U.S. Tax Compliance Certificate


   

  
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  CREDIT AGREEMENT

   

  This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 24, 2019 among AEGERION PHARMACEUTICALS, INC., a Delaware
    corporation (the “Borrower”), AMRYT PHARMA HOLDINGS PLC, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around the date hereof as AMRYT PHARMA PLC) (the “Parent”), each Lender (as hereinafter
    defined) from time to time party hereto and CANTOR FITZGERALD SECURITIES, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successor administrative agent and collateral agent, the “Administrative
      Agent”).

   

  PRELIMINARY STATEMENTS

   

  1.           On May 20, 2019 (the “Petition Date”), the Borrower and certain of its Subsidiaries (collectively, the “Debtors”) filed
    in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and such reorganization, case was jointly administered under the Case
    Number 19-11632 (the “Chapter 11 Case”).

   

  2.           The Debtors will emerge from bankruptcy on the date hereof upon the effectiveness of the Debtors’ Joint Plan of Reorganization Under
    Chapter 11 of the Bankruptcy Code (the “Reorganization Plan”), which Reorganization Plan was confirmed by the Bankruptcy Court on September 10, 2019.

   

  3.           Pursuant to the terms of the Reorganization Plan and subject to the terms and conditions set forth herein, the Lenders have agreed to
    make available to the Borrower a senior secured term loan facility in an aggregate amount not to exceed $81,020,618.73 consisting of (a) $[***] in principal amount of new money term loans advanced on the Closing Date, the proceeds of which the Borrower
    may use for the purposes permitted hereunder, and (b) $[***] in rolled up “New Money Loans” under, and as defined in, the Existing Bridge Credit Agreement (as hereinafter defined), including accrued fees and interest thereon, owed to the Lenders on the
    Closing Date, which shall be deemed to constitute Rollover Loans hereunder pursuant to the terms hereof.

   

  4.            The Guarantors (as hereinafter defined) have agreed to guarantee the obligations of the Borrower hereunder and the Borrower and the
    Guarantors have agreed to secure their respective Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties (as hereinafter defined), a lien on substantially all of their respective assets, in accordance with the
    priorities provided in the Loan Documents (as hereinafter defined), except as otherwise may be set forth in such Loan Documents.

   

  Subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the senior secured term
    loan facility provided for herein:

   

  
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  ARTICLE I 

   

  DEFINITIONS AND ACCOUNTING TERMS

   

  Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

   

  “Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion
    by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

   

  “Acquisition” has the meaning specified in Section 4.01(e).

   

  “Administrative Agent” has the meaning specified in the first paragraph of this Agreement and shall include any successor administrative
    agent appointed in accordance with Section 9.09.

   

  “Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02.
    or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

   

  “Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit G.

   

  “Affiliate” means, in respect of any Person:

   

  (a)          any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person; and for
    the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any Person, whether through
    the ownership of voting Equity Interests or by contract or otherwise;

   

  (b)          any Person who beneficially owns or holds 10% or more of any class of shares (or, in the case of a Person that is not a
    corporation, 10% or more of the partnership or other Equity Interests) of such Person; or

   

  (c)          any Person, 10% or more of any class of shares (or in the case of a Person that is not a corporation, 10% or more of the
    partnership or other Equity Interests) of which is beneficially owned or held by such Person or a Subsidiary of such Person.

   

  Notwithstanding the foregoing, the Permitted Holders shall not be deemed to be Affiliates of the Loan Parties for purposes of this Agreement and
    the other Loan Documents.

   

  “Agent Parties” has the meaning specified in Section 10.02(f).

   

  
    2

    
      
 

  

  

  “Agent-Related Persons” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and
    attorneys-in-fact of such Persons and Affiliates.

   

  “Aggregate Commitments” means the Commitments of all the Lenders. As of the Closing Date, the amount of the Aggregate Commitments is
    $[***].

   

  “Agreement” has the meaning specified in the introductory paragraph hereto.

   

  “Amryt Finance Contract” means that certain Finance Contract dated as of December 1, 2016 between Amryt Pharmaceuticals DAC and European
    Investment Bank, as the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “Anti-Corruption Laws” has the meaning specified in Section 5.15(f).

  

  

  “Anti-Terrorism Law” means any Requirement of Law related to money laundering or financing terrorism, including the USA PATRIOT Act, and
    its implementing regulations, The Currency and Foreign Transactions 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), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as
    amended), Executive Order 13224 (effective September 24, 2001) and the Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957).

   

  “Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for the Loans, as notified to the
    Administrative Agent and the Borrower or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject to the applicable provisions of Article III, be changed by
    such Lender upon 10 days’ prior written notice to the Administrative Agent and the Borrower; provided that for the purposes of the definition of “Excluded Taxes” and Section 3.01, any such change shall be deemed an assignment made
    pursuant to an Assignment and Assumption.

   

  “Applicable Rate” means a percentage per annum equal to, at the Borrower’s election in accordance with Section 2.04, either (x)
    11.0% paid in cash or (y) (i) 6.5% paid in cash plus (ii) 6.5% paid in kind.

   

  “Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or
    Affiliate of an entity that administers, advises or manages a Lender.

   

  “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

   

  “Attorney Costs” means and includes all reasonable and documented fees, out-of-pocket expenses and actual disbursements of any law firm or
    other external legal counsel.

   

  “Attributable Indebtedness” means, at any date, (a) in respect of any Capital Lease Obligation (other than a lease resulting from a Sale
    Leaseback) of any Person, the

   

  
    3

    
      
 

  

  capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS, and (b) in respect of any Sale
    Leaseback, the present value, discounted in accordance with IFRS, at the interest rate implicit in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including any period for which such
    lease has been extended or may, at the option of the lessor be extended).

   

  “Backstop Subscription Agreement” means that certain Backstop Subscription Agreement dated as of July 10, 2019 by and among the
    Intermediate Parent, Highbridge MSF International Ltd., Highbridge SCF Special Situations SPV, L.P., Highbridge Tactical Credit Master Fund, L.P., Athyrium Opportunities II Acquisition 2 LP, Athyrium Opportunities III Acquisition 2 LP, Whitebox
    Relative Value Partners, LP, Whitebox GT Fund, LP, Whitebox Multi-strategy Partners, LP, Pandora Select Partners, LP, Nineteen77 Global Multi-Strategy Alpha Master Limited, and Nineteen77 Global Convertible Bond Master Limited funds party thereto, as
    the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any
    liability of an EEA Financial Institution.

   

  “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
    Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

   

  “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

   

  “Bankruptcy Court” has the meaning specified in the Preliminary Statements hereto.

   

  “Borrower” has the meaning specified in the introductory paragraph hereto.

   

  “Budget” has the meaning specified in Section 6.01(c).

   

  “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under
    the Laws of, or are in fact closed in, the State of New York or the United Kingdom, generally, or London, England specifically.

   

  “Capital Lease” means, with respect to any Person, any leasing or similar arrangement conveying the right to use any property, whether real
    or personal property, or a combination thereof, by that Person as lessee that, in conformity with IFRS, is required to be accounted for as a capital lease on the balance sheet of such Person.

   

  “Capital Lease Obligation” means, with respect to any Person, all monetary or financial obligations of such Person and its Subsidiaries
    under any Capital Leases, and the

   

  
    4

    
      
 

  

  amount of such obligations shall be the capitalized amount thereof determined in accordance with IFRS, and the stated maturity thereof shall be the date of the last
    payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty; provided that any obligations that were not required to be included on the
    balance sheet of such Person as capital lease obligations when incurred but are subsequently re-characterized as capital lease obligations due to a change in accounting rules after the Closing Date shall for all purposes hereunder not be treated as a
    Capital Lease Obligation.

   

  “Cash Equivalents” means any of the following: (a) readily marketable direct obligations of the Government of the United States or any
    agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit of or time deposits with any commercial bank that is a Lender or any
    other domestic commercial bank having capital and surplus in excess of $500,000,000 maturing not more than one year after the date of issuance, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b)
    of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the Government of the United States, (d) securities with maturities of 365 days or less from the date of acquisition that
    are issued or fully guaranteed by any state, district or territory of the United States, by any political subdivision or taxing authority of any such state, district or territory or by any foreign government, the securities of which state, district or
    territory, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (e) commercial paper maturing not more than two hundred and seventy (270) days from the date of issue and issued by a corporation
    (other than an Affiliate of any Loan Party) organized under the laws of any state of the United States of America or of the District of Columbia and, at the time of acquisition thereof, rated A 2 or higher by S&P, P 2 or higher by Moody’s or F2 or
    higher by Fitch, (f) money market mutual or similar funds that invest substantially all of their assets in one or more type of securities satisfying the requirements of clauses (a) through (e) of this definition, (g) Investments, classified in
    accordance with IFRS as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of
    at least $500,000,000, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) and (b) of this definition, (h) agencies (LSE’s), State (municipal bonds), or corporate bonds having a
    long term rating of at least A- or A3 from S&P, Moody’s or Fitch, having maturities of not more than fifteen (15) months from the date of acquisition and (i) money market funds having a rating of AAAm/Aaa or better from S&P, Moody’s or Fitch.

   

  “Casualty Event” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or
    improvements.

   

  “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

   

  “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S.
    Environmental Protection Agency.

  
    5

    
      
 

  

  “Change in Law” means (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any
    change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any guideline, request or directive issued or
    made after the date hereof by any central bank or other Governmental Authority (whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
    Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements 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 regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
    regardless of the date enacted, adopted, issued or implemented; provided that increased costs as a result of a Change in Law pursuant to clauses (x) and (y) above shall only be reimbursable by the Borrower to a Lender to the extent such Lender
    is requiring reimbursement therefor generally from similarly situated borrowers under comparable credit facilities.

   

  “Change of Control” means the occurrence of any of the following events:

   

  (a)          any Wholly-owned direct or indirect Subsidiary of the Parent on the Closing Date shall cease to be a Wholly-owned direct
    or indirect Subsidiary of the Parent except as provided in Section 7.04;

   

  (b)         the Borrower shall cease to be either (i) a Wholly-owned direct Subsidiary of the Intermediate Parent, which shall in turn
    be a Wholly-owned direct Subsidiary of the Parent or (ii) a Wholly-owned direct Subsidiary of the Parent;

   

  (c)          any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Permitted
    Holders shall have (x) acquired beneficial ownership or control of 25% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of the Parent; or (y) obtained the power (whether or not exercised) to elect a
    majority of the members of the board of directors (or similar governing body) of the Parent; or

   

  (d)          those individuals who are members of the board of directors (or similar governing body) of the Parent on the Closing Date
    (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) shall fail to constitute a majority of the board
    of directors (or similar governing body) of the Parent.

   

  “Chapter 11 Case” has the meaning specified in the Preliminary Statements hereto.

   

  “Closing Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section







      10.01 and the Loans are made.

   

  
    6

    
      
 

  

  “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

   

  “Collateral” means a collective reference to all real and personal property required to be pledged to the Administrative Agent, for the
    benefit of the Secured Parties, to secure all or part of the Obligations pursuant to the Collateral Documents.

   

  “Collateral Documents” means, collectively, the Guarantee and Collateral Agreement, the Pledge Agreement, the UK Security Documents, the
    Irish Security Documents, and, to the extent required hereunder or reasonably requested by the Administrative Agent and the Lenders, any Guarantee and Collateral Agreement Supplement, any Mortgages, any collateral assignments, any security agreements,
    pledge agreements, control agreements or other similar agreements, or any supplements to any of the foregoing, in each case delivered to the Administrative Agent and the Lenders in connection with this Agreement or any other Loan Document or any
    transaction contemplated hereby or thereby to secure or guarantee the payment of any part of the Obligations or the performance of any Loan Party’s other duties and obligations under the Loan Documents.

   

  “Commitment” means, as to each Lender, its obligations to make New Money Loans pursuant to Section 2.01(a) in an aggregate
    principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 hereto under the caption “Commitment”. Commitments will terminate once advanced.

   

  “Committed Loan Notice” means a notice of borrowing substantially in the form of Exhibit A-1.

   

  “Communications” has the meaning specified in Section 10.02(e).

   

  “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

   

  “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.

   

  “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
    other undertaking to which such Person is a party or by which it or any of its property is bound.

   

  “Convertible Notes” means Indebtedness evidenced by the 5.00% convertible senior notes due 2025 issued under that certain Indenture dated
    as of September 24, 2019 between the Borrower and GLAS Trust Company LLC, as trustee thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, Irish law examinership, assignment
    for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, fraudulent transfer, reorganization, or

   

  
    7

    
      
 

  

  similar debtor relief Laws of the United States or any similar foreign, federal or state law for the relief of debtors from time to time in
    effect and affecting the rights of creditors generally.

   

  “Debtors” has the meaning specified in the Preliminary Statements hereto.

   

  “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or
    both, would be an Event of Default.

   

  “Default Rate” means an interest rate equal to the Applicable Rate under clause (x) of such definition plus 2.0% per annum.

   

  “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any asset or property by a Loan Party or
    any of its Subsidiaries (including any Sale Leaseback and any sale of Equity Interests, but excluding any issuance by a Loan Party of its own Equity Interests); provided that none of the foregoing shall be considered a “Disposition” for purpose
    of Section 7.05 if and only if the aggregate value of the assets or property that are the subject of such transaction is less than $100,000 in the aggregate during the term of this Agreement.

   

  “Disqualified Equity Interests” means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the terms
    of any security or other Equity Interests into which it is convertible or for which it is exchangeable, or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests),
    pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior
    repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in
    part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
    date that is ninety one (91) days after the Maturity Date then in effect; provided that, if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower or any of its Subsidiaries or by any such plan to such
    employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

   

  “Disqualified Person” means any holder of any Indebtedness under the Convertible Notes or any direct competitor of the Parent or its
    Subsidiaries to the extent that all such Disqualified Persons have been listed on a schedule provided to the Lenders and the Administrative Agent prior to the Closing Date.

   

  “Dollars” means lawful money of the United States.

   

  “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to
    the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

  
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  an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an
    institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

   

  “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

   

  “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any
    EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

   

  “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii), (v) and (vi)
    (subject to such consents, if any, as may be required under Section 10.07(b)(iii)).

   

  “Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or
    potential liability, investigation, proceeding, consent order or consent agreement relating to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health and safety as it relates to any
    Hazardous Material or the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages relating to Releases of Hazardous Materials or actual or alleged
    violations of Environmental Laws and (b) by any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

   

  “Environmental Laws” means any and all federal, provincial, local and foreign statutes, laws, regulations, ordinances, rules, decrees or
    other governmental restrictions of legal effect relating to the environment, to the release of any Hazardous Materials into the environment or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
    Hazardous Materials but only to the extent such Environmental Laws are legally applicable to any Loan Party pursuant to any Environmental Law.

   

  “Environmental Liability” in respect of any Person, any and all legal obligations and liabilities under Environmental Laws for any Release
    caused by such Person or which is discovered or uncovered during the ownership or control of any real property by such Person and which adversely impacts any Person, property or the environment whether or not caused by a breach of applicable laws
    (including Environmental Laws).

   

  “Environmental Permit” means any permit, approval, hazardous waste identification number, license or other authorization issued by or
    submitted to a Governmental Authority required under any Environmental Law.

   

  “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in)
    such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for
    shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or

  
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  such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting
    or nonvoting.

   

  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and Treasury regulations promulgated and
    rulings issued thereunder.

   

  “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated
    as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

   

  “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a
    Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of any Loan Party or ERISA Affiliate as described in
    Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition of withdrawal liability or notification that
    a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA (or that is in endangered or critical status, within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the
    treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under
    Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
    Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (g) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); or (h) the
    conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Pension Plan.

   

  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
    person), as in effect from time to time.

   

  “Event of Default” has the meaning specified in Section 8.01.

   

  “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

   

  “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) in the case of a Lender, U.S. federal withholding
    Taxes imposed on

  
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  amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which
    (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.04(b)) or (ii) such Lender changes its lending office, except in each case to the extent that,
    pursuant to Section 3.0.1, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
    attributable to such Recipient’s failure to comply with Section 3.01(g) and (d) any Taxes imposed under FATCA.

   

  “Existing Bridge Credit Agreement” means that certain Bridge Credit Agreement dated as of November 8, 2018 among the Borrower, the lenders
    party thereto and Cantor Fitzgerald Securities, as administrative agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “Existing Convertible Notes” means Indebtedness evidenced by the 2.00% convertible senior notes due 2019 issued under that certain
    Indenture dated as of August 15, 2014 between the Borrower and The Bank of New York Mellon Trust Company, N.A., as trustee thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “Existing DIP Credit Agreement” means that certain Debtor-in-Possession Credit Agreement dated as of June 28, 2019 among the Borrower, the
    lenders party thereto and Cantor Fitzgerald Securities, as administrative agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

   

  “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 materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory
    legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities implementing such Sections of the Code.

   

  “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds
    transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day,
    the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal
    Funds Rate for such day shall be the average rate of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

   

  “Financial Advisor” means Ducera Partners LLC, in its capacity as financial advisor to the Lenders and their counsel solely with respect to
    the Loan Documents.

   

  
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  “Fiscal Year” means the fiscal year of the Parent and its Subsidiaries, ending on December 31 of each calendar year.

   

  “Fitch” means Fitch Ratings, Inc. and its successors.

   

  “Foreign Lender” means (a) if the borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S.
    Person, a Lender that is a resident or organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes.

   

  “Foreign Subsidiary” means any direct or indirect Subsidiary of the Parent organized outside the United States.

   

  “FRB” means the Board of Governors of the Federal Reserve System of the United States.

   

  “Fund” means any Person (other than an individual) that is or will be engaged in making, purchasing, holding or otherwise investing in
    commercial loans and similar extensions of credit in the ordinary course.

   

  “Governmental Authority” means any nation or government, any provincial, state, local, municipal or other political subdivision thereof,
    and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

   

  “Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit,
    certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

   

  “Granting Lender” has the meaning specified in Section 10.07(f).

   

  “Guarantee and Collateral Agreement” means, collectively, (a) the Guarantee and Collateral Agreement executed by the Loan Parties and the
    Administrative Agent substantially in the form of Exhibit E-l (as such agreement may be amended, restated, supplemented or otherwise modified from time to time) and (b) each Guarantee and Collateral Agreement Supplement executed and delivered
    pursuant to the provisions of Section 6.11.

   

  “Guarantee and Collateral Agreement Supplement” means a supplement to the Guarantee and Collateral Agreement, in form reasonably
    satisfactory to the Required Lenders, executed and delivered to the Administrative Agent pursuant to the provisions of Section 6.11.

   

  “Guarantee Obligations” means, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to
    guarantee any Indebtedness or other payment obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect
    guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a

   

  
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  primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an
    agreement or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of
    any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for
    the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect
    thereof. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary
    obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is
    required to perform thereunder), as determined by such Person in good faith.

   

  “Guarantors” means the Parent and the Subsidiary Guarantors.

   

  “Hazardous Materials” means any material, substance or waste that is regulated, classified, or otherwise characterized under or pursuant to
    any Environmental Law as “hazardous”, “toxic”, a “pollutant”, a “Contaminant”, a “deleterious substance”, “dangerous goods”, “radioactive” or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated
    biphenyls, radon, greenhouse gases, mold, urea formaldehyde insulation, chlorofluorocarbons and all other ozone-depleting substances.

   

  “IFRS” means international financial reporting standards, as in effect from time to time.

   

  “Immaterial Subsidiaries” means (a) those Foreign Subsidiaries of the Parent listed on Schedule 3 hereto as of the Closing Date
    (setting forth the approximate asset values for each such Foreign Subsidiary as of the Closing Date), (b) any other Foreign Subsidiary of Parent formed or acquired after the Closing Date that has assets with a fair market value of $250,000 or less and
    annual revenues of $250,000 or less (excluding intercompany accounts and intercompany revenues respectively) and (c) SomTherapeutics Corp., a Florida corporation, so long as all Immaterial Subsidiaries taken together under clauses (a), (b) and (c)
    shall have assets with a fair market value of $3,000,000 or less and annual revenues of $3,000,000 or less (excluding intercompany accounts and intercompany revenues respectively) in the aggregate at all times; provided, that any such
    Immaterial Subsidiary under clause (a), (b) or (c) shall no longer constitute an Immaterial Subsidiary to the extent provided in Section 7.18.

   

  “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
    Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in
    respect of the deferred purchase price of property or services (excluding (i) accounts payable and other accrued liabilities incurred in the ordinary course of

   

  
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  business not past due for more than 120 days after its stated due date (except for accounts payable contested in good faith), (ii) any earn-out obligation until
    such obligation is both required to be reflected as a liability on the balance sheet of such Person in accordance with IFRS and not paid after becoming due and payable, (iii) deferred or equity compensation arrangements entered into in the ordinary
    course of business and payable to directors, officers or employees and (iv) milestone payments due to Software AG Stiftung in connection with Birkin AG in an aggregate amount not to exceed 38,000,000 Euros which shall be payable solely on the basis of
    the criteria disclosed to Lenders prior to the Closing Date), (e) all Indebtedness (excluding prepaid interest thereon) 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 but, in the case of Indebtedness which is not assumed by such Person, limited to the lesser of (x) the amount of such Indebtedness
    and (y) the fair market value of such property, (f) all guarantees by such Person of Indebtedness of others, (g) all Attributable Indebtedness of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect
    of letters of credit and letters of guaranty (excluding the portion thereof that has been fully cash collateralized in a manner permitted by this Agreement), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’
    acceptances, Surety bonds and performance bonds, whether or not matured and (j) all obligations of such Person in respect of Disqualified Equity Interests. 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 directly 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. Anything herein to the contrary notwithstanding, obligations in respect of any Indebtedness that has been irrevocably defeased (either covenant or legal) or satisfied and discharged pursuant to the terms
    of the instrument creating or governing such Indebtedness shall not constitute Indebtedness.

   

  “Indemnified Liabilities” has the meaning specified in Section 10.05(a).

   

  “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 of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

   

  “Indemnitees” has the meaning specified in Section 10.05(a).

   

  “Information” has the meaning specified in Section 10.08.

   

  “Intellectual Property” has the meaning specified in Section 5.17.

   

  “Interest Payment Date” means March 31, June 30, September 30 and December 31 of each year and the Maturity Date.

   

  “Intermediate Parent” means Amryt Pharma plc, a company incorporated in England and Wales with company number 05316808 (to be renamed and
    re-registered on or around the Closing Date as Amryt Pharma Holdings Limited).

   

  
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  “Investment” in any Person, means any loan or advance to such Person, any purchase or other acquisition of any voting Equity Interests or
    other Equity Interests or Indebtedness or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person.

   

  “Irish Law Account Charge” means an Irish law charge and assignment to be entered into on or about the date hereof between the Parent
    (company number: 12107859) and the Administrative Agent in respect of its Irish bank accounts.

   

  “Irish Law Debenture” means an Irish Law Debenture to be entered into on or about the date hereof between the Irish Loan Parties and the
    Administrative Agent whereby each of the Irish Loan Parties shall provide fixed and floating security over all of their assets.

   

  “Irish Law Share Charge” means an Irish law Share Charge to be entered into on or about the date hereof between the Intermediate Parent
    (company number: 05316808) and the Administrative Agent in respect of the shares of Amryt Pharmaceuticals DAC.

   

  “Irish Loan Parties” means each of Amryt Pharmaceuticals DAC, Amryt Research Limited, Amryt Genetics Limited, Amryt Lipidology Limited and
    Amryt Endocrinology Limited.

   

  “Irish Security Documents” means the Irish Law Debenture, the Irish Law Account Charge and Irish law Share Charge.

   

  “Laws” means, collectively, all international, foreign, federal, state, provincial 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.

   

  “Lender” means any Lender that may be a party to this Agreement from time to time, including its successors and assigns as permitted
    hereunder (each of which is referred to herein as a “Lender”).

   

  “Lien” means any assignment, mortgage, charge, pledge, lien, encumbrance, title retention agreement (including Capital Leases but excluding
    operating leases) or any other security interest whatsoever, howsoever created or arising, whether fixed or floating, legal or equitable, perfected or not, but specifically excludes any legal, contractual or equitable right of set-off.

   

  “Liquidity Amount” means, as of any date, an amount equal to the sum of (i) the aggregate amount of unrestricted cash and Cash Equivalents
    of the Loan Parties on a consolidated basis as of such date that are free and clear of all Liens other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties and nonconsensual statutory Liens permitted by Section 7.01
    plus (ii) any cash expenditures made to French governmental pricing authorities as of such date in connection with the pricing and reimbursement approval of

   

  
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  the MYALEPTA product in France to the extent representing the difference between the approved price of the MYALEPTA product and the price of the MYALEPTA product
    under the existing cohort ATU in France.

   

  “Loan” means each New Money Loan and each Rollover Loan.

   

  “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) any agency fee letter
    entered into between the Borrower and the Administrative Agent in connection with this Agreement and the other Loan Documents and (v) all other instruments and documents delivered from time to time by or on behalf of the Loan Parties or any of their
    Subsidiaries in connection herewith or therewith.

   

  “Loan Parties” or “Loan Party” means, collectively or individually as the context may require, the Borrower and each Guarantor.

   

  “Make-Whole Premium” has the meaning specified in Section 2.02(e).

   

  “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
    assets, liabilities (actual or contingent), financial condition of the Parent and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is
    a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material impairment of the Administrative Agent’s or the Lenders’ ability
    to enforce the Obligations or realize upon the Collateral.

   

  “Material Contracts” means any Contractual Obligation of any Loan Party or any of its Subsidiaries the failure to comply with which, or the
    termination (without contemporaneous replacement) of which, could reasonably be expected to have a Material Adverse Effect or otherwise result in liabilities in excess of $500,000.

   

  “Maturity Date” means, the earlier to occur of (i) September 24, 2024 and (ii) the date on which the Loans and other Obligations hereunder
    are accelerated and become due and payable following the occurrence of an Event of Default, in each case, pursuant to Section 8.02.

   

  “Moody’s” means Moody’s Investors Service, Inc. and its successors.

   

  “Mortgage” means collectively, the deeds of trust, trust deeds, deeds to secure debt and mortgages creating and evidencing a Lien on real
    property granted by the Loan Parties in favor or for the benefit of the Administrative Agent, on behalf of the Secured Parties, in form and substance reasonably satisfactory to the Required Lenders and their counsel to account for local law matters)
    and otherwise in form and substance reasonably satisfactory to the Required Lenders, executed and delivered pursuant to the terms of this Agreement.

   

  “Mortgaged Property” means any real property of a Loan Party that is subject to a Mortgage.

  
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  “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
    Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

   

  “Net Cash Proceeds” means:

   

  (a)           with respect to the Disposition of any asset by any Loan Party or any of its Subsidiaries or any Casualty Event the
    excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable
    or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Parent or any of its
    Subsidiaries) over (ii) the sum of (A) the principal amount of any Indebtedness permitted by this Agreement that is secured by a lien (other than a Lien on the Collateral that is subordinated or junior to the Liens securing the Obligations) by the
    asset subject to such Disposition or Casualty Event and that is repaid (and is timely repaid) in connection therewith (other than Indebtedness under the Loan Documents), (B) the reasonable out-of-pocket expenses actually incurred and paid by the Parent
    or any of its Subsidiaries in connection with such Disposition or Casualty Event (including, reasonable attorney’s, accountant’s and other similar professional advisor’s fees, investment banking fees, survey costs, title insurance premiums, and related
    search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant, and other customary fees) to third parties (other than the Loan Parties or any of their Affiliates), (C) taxes paid or
    reasonably estimated to be actually payable or that are actually accrued in connection therewith with respect to the current tax year as a result of any gain recognized in connection therewith by such Person or any of the direct or indirect
    stockholders thereof and attributable to such Disposition or Casualty Event; provided that, if the amount of any estimated taxes pursuant to this subclause (C) exceeds the amount of taxes actually required to be paid in cash, the
    aggregate amount of such excess shall constitute Net Cash Proceeds and (D) any reasonable reserve actually maintained in respect of (x) the sale price of such asset or assets established in accordance with IFRS and (y) any liabilities associated with
    such asset or assets and retained by the Borrower or any of its Subsidiaries after such sale or other Disposition thereof, including pension and other post-employment benefit liabilities and liabilities related against any indemnification obligations
    associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (1) received upon the Disposition of any non-cash consideration received by such Person in any such Disposition, and (2)
    received upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in subclause (D) above or, if such liabilities have not been satisfied in cash and such reserve not
    reversed within two years after such Disposition or Casualty Event, the amount of such reserve; and

   

  (b)          with respect to the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries not permitted
    under Section 7.03, the excess, if any,

  
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  of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts,
    commissions, costs and other out-of-pocket expenses and other customary expenses (including reasonable attorney’s, accountant’s and other similar professional advisor’s fees), incurred by such Person in connection with such incurrence or issuance to
    third parties (other than the Loan Parties or any of their Affiliates).

   

  “New Money Loans” means the Loans made pursuant to Section 2.01(a) and, for the avoidance of doubt, excludes the Rollover Loans.

   

  “Non-Consenting Lender” has the meaning specified in Section 3.04(c).

   

  “Note” means a promissory note of the Borrower payable to a Lender or its assigns, substantially in the form of Exhibit B hereto,
    evidencing the aggregate Indebtedness of the Borrower owing to such Lender resulting from the Loans made by such Lender.

   

  “NPL” means the National Priorities List under CERCLA.

   

  “Obligations” means all advances to, and debts, liabilities, guarantees, obligations, covenants and duties of, any Loan Party to the
    Secured Parties arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, including after the commencement of any Debtor Relief
    Laws and regardless of whether allowed or allowable as a claim in any proceeding under such Debtor Relief Laws. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include the obligation
    (including Guarantee Obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

   

  “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

   

  “Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with
    respect to any limited liability company, the certificate or articles of formation or constitution or association or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity,
    the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable
    Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

   

  “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).

  
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  “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.

   

  “Parent” has the meaning specified in the introductory paragraph hereto.

   

  “Participant” has the meaning specified in Section 10.07(d).

   

  “Participant Register” has the meaning specified in Section 10.07(d).

   

  “PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereof).

   

  “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a
    Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a
    multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time since January 1, 2003.

   

  “Permitted AP License” means any license of AP101 and AP103 assets outside of the United States and Europe.

   

  “Permitted Holders” means those affiliates of, or investment funds managed or advised by either (a) Athyrium Capital Management, LP and its
    affiliates and the investment funds managed or advised by any of the foregoing or (b) Highbridge MSF International Ltd., Highbridge Tactical Credit Master Fund, L.P., Highbridge SCF Special Situations SPV, L.P., and Highbridge SCF Loan SPV, L.P. and its affiliates.

   

  “Permitted Liens” has the meaning specified in Section 7.01.

   

  “Permitted Uses” means collectively: (a) on the Closing Date, funding of an aggregate amount not to exceed $26,552,201.50 to be
    simultaneously applied to the repayment of all obligations of Amryt Pharmaceuticals DAC owing in respect of the Amryt Finance Contract; (b) conversion of the “New Money Loans” (and accrued fees and interest thereon) under, and as defined in, the
    Existing Bridge Credit Agreement and (c) working capital and general corporate expenses.

   

  “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
    organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

   

  “Petition Date” has the meaning specified in the Preliminary Statements hereto.

  
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  “PIK Election Request” means a PIK Election Request substantially in the form of Exhibit A-3.

   

  “PIK Interest” has the meaning specified in Section 2.04(a).

   

  “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect
    to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. ,

   

  “Plan Funding Agreement” means that certain Plan Funding Agreement dated as of May 20, 2019 by and between the Borrower and the
    Intermediate Parent, as the same may be amended, restated, supplemented or otherwise modified from time to time, in each case with the prior written consent of the Lenders.

   

  “Platform” has the meaning specified in Section 10.02(e).

   

  “Pledge Agreement” means the Pledge Agreement executed by the Intermediate Parent and the Administrative Agent substantially in the form of
    Exhibit E-2 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time).

   

  “Prepayment Notice” means a notice of prepayment in respect of any voluntary or mandatory prepayment in substantially the form of Exhibit







      A-2.

   

  “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal
    place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided that if the Aggregate Commitments have been terminated,
    then the Pro Rata Share of each Lender shall be determined based on the outstanding principal amount of the Loans held by such Lender divided by the aggregate principal amount of all outstanding Loans held by all Lenders.

   

  “Proceeding” has the meaning specified in Section 10.05(a).

   

  “Public Lender” has the meaning specified in Section 10.02(h).

   

  “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

   

  “Recipient” means the Administrative Agent or any Lender, as applicable.

   

  “Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness, so long as:

   

  (a)          such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness as of the time it
    is so refinanced, renewed, or extended (other than by the amount of the fees and expenses incurred in connection therewith);

  
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  (b)          such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the
    refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended;

   

  (c)          if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms
    and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; and

   

  (d)         the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
    other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

   

  “Register” has the meaning specified in Section 10.07(c).

   

  “Registered” means, with respect to Intellectual Property, issued by, registered with, renewed by or the subject of a pending application
    before any Governmental Authority or Internet domain name registrar.

   

  “Related Parties” 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.

   

  “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leeching or
    migration of any Hazardous Material in or into the environment (including the abandonment or disposal of any barrels, tanks, containers or receptacles containing any Hazardous Material), or out of any vessel or facility, including the movement of any
    Hazardous Material through the air, soil, subsoil, surface, water, ground water, rock formation or otherwise.

   

  “Reorganization Plan” has the meaning specified in the Preliminary Statements hereto.

   

  “Reportable Event” means with respect to any Plan any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

   

  “Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the aggregate principal amount of all
    outstanding Loans at such time; provided that if there are two (2) or more Lenders that are not Affiliates, then Required Lenders shall require at least two (2) Lenders that are not Affiliates holding more than 50% of the aggregate principal
    amount of all outstanding Loans at such time.

   

  “Requirement of Law” means, as to any Person, any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree,
    judgment, writ, injunction or settlement agreement, requirement or determination of an arbitrator or a court or other

  
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  Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

   

  “Responsible Officer” means the chief executive officer, director, president, chief financial officer, treasurer or, except for purposes of
    Sections 6.02 or 6.03, any other similar officer or a Person performing similar functions of a Loan Party (and, as to any document delivered on the Closing Date, to the extent permitted or required by the terms of this Agreement, any
    secretary or assistant secretary of a Loan Party). Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
    action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

   

  “Restricted Payment” means any:

   

  (a)          dividend or other distribution (whether in cash, securities or other property) or any payment (whether in cash,
    securities or other property), in each case, with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, including any sinking fund or similar deposit, on account of the purchase, retraction, redemption,
    retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof and
    including any thereof acquired through the exercise of warrants or rights of conversion, exchange or purchase); and

   

  (b)          payment of any management or similar type fees by a Loan Party to any Affiliate thereof.

   

  “Restricting Information” has the meaning assigned to such term in Section 10.02(f).

   

  “Rollover Loans” has the meaning assigned to such term in Section 2.01(b).

   

  “S&P” means Standard & Poor’s Ratings Services LLC, a Standard & Poor’s Financial Services LLC business, and its successors.

   

  “Sale Leaseback” means any transaction or series of related transactions pursuant to which any Loan Party or any of its Subsidiaries (a)
    sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially
    the same purpose or purposes as the property being sold, transferred or disposed.

   

  “Sanctions” means economic or financial sanctions or trade embargos imposed, administered or enforced from time to time by (a) the U.S.
    government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, Canada, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

  
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  “Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this
    Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

   

  “Sanctioned Person” means any individual or entity, at any time, that is the subject or target or Sanctions, including (a) any individual
    or entity listed in any Sanctions related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, Canada, any Member State of the European Union, or the United Kingdom, (b)
    any individual or entity operating, organized or resident in a Sanctioned Country or (c) any entity that is, in the aggregate, 50 percent or greater owned, directly or indirectly or otherwise, or where relevant under Sanctions, controlled by any such
    person or entity described in clause (a).

   

  “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

   

  “Secured Parties” means, collectively, the Administrative Agent, the Lenders and each Supplemental Administrative Agent.

   

  “SPC” has the meaning specified in Section 10.07(f).

   

  “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
    ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such
    corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each
    reference to a Subsidiary herein shall be a reference to a Subsidiary of the Parent.

   

  “Subsidiary Guarantor” means (a) each Subsidiary of the Parent, other than the Borrower, Aegerion Securities (Corporation, a Massachusetts
    corporation, the Immaterial Subsidiaries and any Subsidiary organized in France, but including each Subsidiary listed under the heading “Subsidiary Guarantors” on Schedule 2, and (b) each other Subsidiary of the Parent that becomes a Guarantor
    after the Closing Date pursuant to a Guarantee and Collateral Agreement Supplement or other documentation in form and substance reasonably satisfactory to the Required Lenders (it being understood that the Subsidiary Guarantors shall not include
    certain Subsidiaries, as agreed by the Parent and the Required Lenders to the extent the Parent and the Required Lenders determine that including such Subsidiaries as Subsidiary Guarantors will result in material adverse tax consequences to the Loan
    Parties and their Subsidiaries or determine that it would violate applicable law in any material respect).

   

  “Supplemental Administrative Agent” has the meaning specified in Section 9.13(a) and “Supplemental Administrative Agents” shall
    have the corresponding meaning.

  
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  “Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, stamp taxes, withholdings or
    other charges imposed by any Governmental Authority (including additions to tax, penalties and interest with respect thereto).

   

  “Termination Date” has the meaning specified in Section 9.11 (a)(i).

   

  “Threshold Amount” means $5,000,000.

   

  “Trade Date” has the meaning specified in Section 10.07(h).

   

  “UK Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests have been
    granted (or purported to be granted) by the UK Loan Parties or will be granted in accordance with this Agreement.

   

  “UK Debenture” means an English law debenture to be entered into on or about the date hereof between the UK Loan Parties and the
    Administrative Agent whereby each of the UK Loan Parties provide fixed and floating security over all or substantially all of their assets.

   

  “UK Loan Parties” means each of (a) Aegerion Pharmaceuticals Limited (company number: 08114919), (b) Amryt Pharma (UK) Limited (company
    number: 10463152), (c) the Intermediate Parent (company number: 05316808) and (d) the Parent (company number: 12107859). 

   

  “UK Insolvency Event” shall mean any corporate action, legal proceedings or other procedure or step is taken in relation to:

   

  (a)          the suspension of payments, a moratorium of any indebtedness (provided the ending of such moratorium will not remedy any
    Event of Default caused by such moratorium), winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any UK Loan Party;

   

  (b)          a composition, compromise, assignment or arrangement with any creditor of any UK Loan Party in connection with or as a
    result of any financial difficulty on the part of any UK Loan Party;

   

  (c)          the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar
    officer in respect of any UK Loan Party, or any of its assets; or

   

  (d)          any UK Loan Party (i) is unable or admits generally an inability to pay its debts as they fall due, or (ii) suspends or
    threatens generally to suspend making payments on any of its debts,

   

  or any analogous procedure or step is taken in any jurisdiction provided that clauses (a) to (c) above shall not apply to (i) any winding-up
    petition which is frivolous or vexatious or which is discharged, stayed or dismissed within 20 Business Days of commencement, (ii) the appointment of an administrator (or any procedure or step in relation to

  
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  such appointment) which the Administrative Agent is satisfied will be withdrawn and unsuccessful or (iii) any actions expressly permitted by the Credit Agreement.

   

  “UK Security Documents” means the UK Debenture, the UK Share Charge 1 and the UK Share Charge 2.

   

  “UK Share Charge 1” means the English law share charge to be entered into on or about the date hereof between Amryt Pharmaceuticals DAC and
    the Administrative Agent.

   

  “UK Share Charge 2” means the English law share charge to be entered into no later than the date set forth in Section 6.20 between Aegerion
    Pharmaceuticals Limited and the Administrative Agent.

   

  “Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the
    Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any security interest in any item or items of Collateral.

   

  “United States” and “U.S.” mean the United States of America.

   

  “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

   

  “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01 (g)(ii)(B)(3).

   

  “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
    Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

   

  “Wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of
    which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

   

  “Withdrawal Liability” means the liability of a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
    Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

   

  “Withholding Agent” means any Loan Party and the Administrative Agent.

   

  “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA
    Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

  
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  Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
    herein or in such other Loan Document:

   

  (a)          The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

   

  (b)          The words “herein”, “hereto”, “hereof and “hereunder” and words of similar import when used in any Loan Document shall
    refer to such Loan Document as a whole and not to any particular provision thereof.

   

  (c)          Article, Section, paragraph, clause, subclause, Exhibit and Schedule references are to the Loan Document in which such
    reference appears.

   

  (d)          The term “including” is by way of example and not limitation.

   

  (e)          The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
    statements and other writings, however evidenced, whether in physical or electronic form.

   

  (f)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
    including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

   

  (g)          Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not
    affect the interpretation of this Agreement or any other Loan Document.

   

  (h)          Whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms.

   

  Section 1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity
    with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with IFRS, consistently applied, except as otherwise specifically prescribed
    herein; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in
    the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then the Lenders and the Borrower agree that they will negotiate in good
    faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and the Borrower after such Accounting Change conform as nearly as possible to
    their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred and (ii) the Borrower shall provide
    to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably

  
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  satisfactory to the Required Lenders, between calculations of any baskets and other requirements hereunder before and after giving effect to such Accounting Change.

   

  (b)          Where reference is made to a Person “and its Subsidiaries on a consolidated basis” or similar language, such consolidation shall not
    include any subsidiaries other than Subsidiaries.

   

  Section 1.04 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to documents, agreements
    (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements and other modifications thereto, but only to the extent that such
    amendments, restatements, amendments and restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending,
    replacing, supplementing or interpreting such Law.

   

  Section 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight
    or standard, as applicable).

   

  Section 1.06 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation
    is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

   

  ARTICLE II 

   

  THE COMMITMENTS AND THE LOANS

   

  Section 2.01 The Commitments and the Loans.

   

  (a)          Subject to the terms and conditions set forth herein, each Lender severally agrees to make (or cause its Applicable Lending Office to
    make), to the Borrower, subject to the terms and conditions hereof, on the Closing Date, term loans in one drawing in an aggregate principal amount not to exceed such Lender’s Commitment; provided that the loans made by all Lenders under this
    Section 2.01(a) shall not exceed in the aggregate $[***]. Amounts paid or prepaid in respect of New Money Loans may not be reborrowed.

   

  (b)          On the Closing Date, the outstanding principal amount of the “New Money Loans” (and accrued fees and interest thereon) under, and as
    defined in, the Existing Bridge Credit Agreement shall be converted into, and shall be deemed to constitute, additional loans under this Agreement (in addition to those advanced under Section 2.01(a) above). On the Closing Date, $[***] in principal
    amount of such additional loans shall be deemed to have been advanced by Lenders to Borrower under this Agreement in the amounts set forth for each Lender on Schedule 2.01 under the caption “Rollover Loans” opposite such Lender’s name (such
    loans, the “Rollover Loans”), in full satisfaction by conversion of the “New Money Loans” (and accrued fees and interest thereon) under, and as defined in, the Existing Bridge Credit Agreement. The Rollover Loans shall be deemed to be Loans
    outstanding for all purposes under this Agreement owed by the Borrower to such Lenders in the aggregate principal amount of

  
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  $[***]. Amounts paid or prepaid in respect of Rollover Loans may not be reborrowed. Once borrowed (or deemed borrowed), the New Money Loans and the Rollover Loans
    shall constitute a single tranche of Loans for all purposes under this Agreement.

   

  Section 2.02 Prepayments. (a) Optional Prepayments. The Borrower may, upon delivery of a Prepayment Notice to the Administrative
    Agent, at any time or from time to time voluntarily prepay Loans, in whole or in part subject to payment of the Make-Whole Premium, if applicable, at the time of such prepayment; provided that (1) such notice must be received by the
    Administrative Agent not later than 12:00 noon (New York, New York time) two (2) Business Days prior to any date of prepayment of Loans; and (2) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
    excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, in each case, with accrued and unpaid interest on the Loans to be repaid. Each such notice shall specify the date and amount of such prepayment. The
    Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the
    payment amount specified in such notice shall be due and payable on the date specified therein; provided, that if such prepayment is conditioned upon the occurrence of some other event, such notice may be revoked if such condition is not
    satisfied. Each prepayment of Loans pursuant to this Section 2.02(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, (x) the outstanding Loan amount shall include accrued interest
    and capitalized interest already added to the Loan balance and (y) any prepayment shall be applied in accordance with Section 8.03 if then applicable.

   

  (b)          Mandatory Prepayments. (i) If any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds from any Disposition
    (other than any Disposition permitted under Sections 7.05(b), 7.05(c), 7.05(e), 7.05(f) 7.05(h) or 7.05(i) (which proceeds in the case of Section 7.05(i) shall be subject to a partial reinvestment
    right in accordance with the second proviso to Section 7.05 addressing Section 7.05(i)) and Dispositions not to exceed $25,000 individually and $1,000,000 in the aggregate during the term of this Agreement), the Borrower shall, subject to Sections
      2.02(b)(vi) and 2.02(c), cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom on the date which is six (6) Business Days after the receipt of such Net Cash Proceeds.

   

  (ii)          If any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds from any Casualty Event, the Borrower shall, subject to
    Sections 2.02(b)(vi) and 2.02(c), cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom on the date which is six (6) Business Days after the receipt of such Net Cash
    Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing and the aggregate Net Cash Proceeds from all Casualty Events during the term of this Agreement does not exceed $10,000,000, the Borrower may elect to
    have the applicable Loan Party or Subsidiary reinvest all or a portion of such Net Cash Proceeds in replacement assets within 360 days following receipt of such Net Cash Proceeds; provided, further, that if any such Net Cash Proceeds
    are no longer intended to be so reinvested or are not reinvested by the end of such period, an amount equal to any such Net Cash Proceeds shall be promptly applied to prepayment of the Loans.

  
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  (iii)         If any Loan Party or any of its Subsidiaries incurs or issues any Indebtedness not expressly permitted to be incurred or issued
    pursuant to Section 7.03, the Borrower shall, subject to Section 2.02(b)(vi) cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom on the date which is six (6) Business
    Days after the receipt of such Net Cash Proceeds, plus the Make-Whole Premium, if applicable.

   

  (iv)         [Reserved].

   

  (v)          The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses







      (i) through (iii) of this Section 2.02(b) within one (1) Business Day of receipt of the applicable Net Cash Proceeds pursuant to a Prepayment Notice. Each such notice shall specify the date of such prepayment (which notice shall be
    at least five (5) Business Days prior to the date of prepayment) and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s Prepayment
    Notice and of such Lender’s Pro Rata Share of the prepayment, in each case, with accrued and unpaid interest on the Loans to be repaid and the Make-Whole Premium, if any, with respect to such Loans. For the avoidance of doubt, (x) the outstanding Loan
    amount shall include accrued interest and capitalized interest already added to the Loan balance and (y) any prepayment shall be applied in accordance with Section 8.03 if then applicable.

   

  (vi)         Notwithstanding the foregoing, each Lender may decline all or a portion of its Pro Rata Share of any mandatory prepayment pursuant to
    this Section 2.02(b) (such declined amounts, the “Declined Proceeds’’) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York, New York time) on the
    date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment to be
    declined by such Lender. If a Lender fails to deliver a’ Rejection Notice to the Administrative Agent within the time frame specified above, or such Rejection Notice fails to specify the principal amount of the mandatory prepayment to be declined, then
    such Lender shall be deemed to have accepted the total amount of such mandatory prepayment. Any Declined Proceeds may be retained by the Borrower and used for general corporate purposes and working capital.

   

  (c)          Restrictions. Notwithstanding the foregoing, to the extent any or all of the Net Cash Proceeds of any Disposition by, or
    Casualty Event of, a Foreign Subsidiary that is not a Guarantor otherwise giving rise to a prepayment pursuant to Section 2.02(b) is prohibited or delayed by any applicable local Requirements of Law from being applied to the Loans or otherwise
    repatriated to the Borrower including through the repayment of intercompany Indebtedness (each, a “Repatriation”; with “Repatriated” having a correlative meaning) (the Parent hereby agreeing to use reasonable efforts to cause the applicable Foreign
    Subsidiary to take promptly all actions reasonably required by such Requirements of Law to permit such Repatriation), or if the Parent and the Required Lenders reasonably determine in good faith that Repatriation of any such amount would reasonably be
    expected to have material adverse tax consequences with respect to its Subsidiaries, after taking into account any foreign tax credit or benefit actually received in connection with such Repatriation, the portion of such Net Cash

  
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  Proceeds so affected (such amount, the “Excluded Prepayment Amount”) will not be required to be applied to prepay Loans at the times provided in this Section 2.02;
    provided, that if and to the extent any such Repatriation ceases to be prohibited or delayed by applicable local Requirements of Law at any time immediately following the date on which the applicable mandatory prepayment pursuant to this Section
    2.02(b) was required to be made, the Parent shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such portion of the Excluded Prepayment Amount, and the Borrower shall, or the Parent shall cause the applicable Loan Party
    or its Subsidiary to, reasonably promptly pay such portion of the Excluded Prepayment Amount to the Lenders, which payment shall be applied in accordance with this Section 2.02. For the avoidance of doubt, the non-application of any Excluded Prepayment
    Amount pursuant to this Section 2.02 shall not constitute a Default or an Event of Default. For the avoidance of doubt, this Section 2.02(c) shall not apply to any Disposition consisting of a Permitted AP License.

   

  (d)          Interest. All prepayments under this Section 2.02 shall be accompanied by all accrued interest thereon.

   

  (e)          Make-Whole Premium. In the event that all or any portion of the Loans is repaid (or prepaid) or accelerated prior to the date
    set forth in clause (i) of the definition of “Maturity Date” for any reason (including, without limitation, automatic acceleration upon an Event of Default under Section 8.01(f) or upon any redemption or buyback (including upon any Change of
    Control) but excluding mandatory prepayments under Section 2.02(b)(ii)), such repayment shall be made at (i) 105% of the amount then payable plus interest that would have accrued on such amount through the second anniversary of the Closing Date
    discounted at a rate equal to the yield on U.S. Treasury notes with a maturity closest to the second anniversary of the Closing Date plus 50 basis points if such repayment or acceleration occurs prior to the second anniversary of the Closing Date, (ii)
    105% of the amount then payable if such repayment or acceleration occurs on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, (iii) 101% of the amount then payable if such repayment or
    acceleration occurs on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date and (iv) 100% of the amount then payable if such repayment or acceleration occurs at any time thereafter (the “Make-Whole







      Premium”). Any Make-Whole Premium required to be made ‘pursuant to the foregoing clause (i) after acceleration shall be reduced by the amount of interest accruing following such acceleration through such repayment, provided that such interest
    shall be paid as part of the accrued interest that accompanies the principal amount of the Loans. No Make-Whole Premium shall be required in connection with any mandatory prepayment under Section 2.02(b)(i) with respect to Dispositions permitted under
    Section 7.05. The Borrower and the Lenders (as opposed to the Administrative Agent) shall be responsible for calculating the Make-Whole Premium.

   

  Section 2.03 Repayment of Loans. The Borrower shall repay on the Maturity Date to the Administrative Agent (for the ratable account of the
    Lenders) the aggregate principal amount of all Loans, together with all accrued and capitalized interest (including interest paid in kind) and fees thereon (including the Make-Whole Premium, if any, and all other outstanding Obligations), outstanding
    on such date.

   

  Section 2.04 Interest. (a) Subject to the provisions of Section 2.06(b), each Loan shall bear interest on the outstanding
    principal amount thereof at a rate per annum equal to

  
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  the Applicable Rate and the accrued interest shall be due and payable in cash on each Interest Payment Date. Notwithstanding the foregoing, at the Borrower’s
    election of the interest option set forth in clause (y) of the definition of “Applicable Rate”, the portion of interest set forth in clause (ii) thereof in respect of the Loans shall be capitalized, compounded and added to the principal amount of the
    Loans outstanding on each Interest Payment Date (such capitalized interest, “PIK Interest”); provided that PIK Interest shall be treated as Loans for purposes of this Agreement and shall bear interest in accordance with this Section
      2.04. To make an election pursuant to this Section 2.04(a), the Borrower shall notify the Administrative Agent of such election in writing by delivery to the Administrative Agent of an executed PIK Election Request at least five (5)
    Business Days prior to each Interest Payment Date indicating the amount of interest to be paid in kind and the amount of interest to be paid in cash in respect of the Loans on such Interest Payment Date.

   

  (b)          Commencing (x) upon the occurrence and during the continuance of any Event of Default at the request of the Administrative Agent
    (upon the instruction of the Required Lenders), or automatically upon the occurrence of an Event of Default under Section 8.01(a) or 8.01(f), the Borrower shall pay interest on (i) the principal amount of the Loans and (ii) to the
    extent then due and payable all other outstanding Obligations hereunder, in each case under clauses (i) and (ii), at an interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued interest
    at the Default Rate and all other accrued and unpaid interest on past due amounts (including interest on past due interest to the fullest extent permitted by applicable Laws) shall be due and payable upon demand in cash.

   

  (c)          Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto in accordance with Section
    2.04(a) and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after any judgment.

   

  Section 2.05 Fees. The Borrower shall pay to the Administrative Agent, for its own account, the fees set forth in the separate fee letter
    as between the Borrower and the Administrative Agent.

   

  Section 2.06 Computation of Interest and Fees. All computations of fees and interest shall be made on the basis of a three hundred and
    sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided
    that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.08(a), bear interest for one (1) day. Each determination by the Administrative Agent, the Borrower or the Lenders, as applicable, of an interest
    rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

   

  Section 2.07 Evidence of Indebtedness, (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained
    by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and
    each Lender shall be prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments

  
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  thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount
    owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
    Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such
    accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

   

  (b)          In addition to the accounts and records referred to in Section 2.07(c), each Lender and the Administrative Agent shall
    maintain in accordance with its usual practice accounts or records. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts
    and records of the Administrative Agent shall control in the absence of manifest error.

   

  (c)          Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.07(a), and by each Lender in its
    account or accounts pursuant to Section 2.07(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender
    and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an
    entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

   

  Section 2.08 Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any
    counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
    the applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m. (New York, New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or
    other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York, New York time) shall be
    deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

   

  (b)          If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next
    following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

   

  (c)          If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
    provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions (if any) to the Loan set forth in Article IV are not satisfied or waived in accordance

  
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  with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

   

  (d)         The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any
    date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and neither the Administrative Agent nor any Lender shall be responsible for the failure of any other Lender to make its Loan.

   

  (e)          Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to
    constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

   

  (f)           Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to
    pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the
    Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under
    circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
    Lender’s Pro Rata Share of the aggregate principal amount of all Loans outstanding at such time.

   

  Section 2.09 Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, pursuant to Section







      2.02(b)(vi) or in Section 10.07), any Lender shall obtain on account of the Loans made by it in excess of its ratable share (or other share contemplated hereunder subject to the priorities set forth herein) thereof, such Lender shall
    immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such
    Loans pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any
    settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such
    paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing
    Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights
    of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will
    keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.09 and will in each case notify the Lenders following any such

  
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  purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.09 shall from and after such purchase have the right to give
    all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

   

  ARTICLE III 

   

  TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

   

  Section 3.01 Taxes.

   

  (a)          Defined Terms. For purposes of this Section 3.01, the term “applicable law” includes FATCA.

   

  (b)          Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document
    shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) 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 Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
    applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

   

  (c)          Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in
    accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

   

  (d)         Indemnification by the Loan Parties. The Loan Parties shall jointly and severally 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) 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf, shall be conclusive absent manifest error.

   

  (e)          Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand
    therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the

  
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  obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(c) relating to
    the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
    or with respect thereto, whether or not such 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 any Lender by the Administrative Agent
    shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the
    Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

   

  (f)           Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority
    pursuant to this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
    other evidence of such payment reasonably satisfactory to the Administrative Agent.

   

  (g)         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 deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
    requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall
    deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the 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 3.01
      (g)(ii)(A), (ii)(B) and (ii)(D) below) 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 the Borrower is a U.S. Borrower,

   

  (A)       any Lender that is a U.S. Person shall deliver to the Borrower and the 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 request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 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, deliver to the Borrower and the Administrative Agent
    (in such number of

   

  
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  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 the Borrower or the Administrative Agent), whichever of the following is applicable:

   

  (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 copies of IRS Form W-8BEN (or W-8BEN-E, as applicable) 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 W-8BEN-E, as applicable) 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 copies of IRS Form W-8ECI;

   

  (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 H-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 the 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 copies of IRS Form W-8BEN (or W-8BEN-E, as applicable); or

   

  (4)            to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form
    W-8ECI, IRS Form W-8BEN (or W-8BEN-E, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3 , IRS Form W-9, 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 H-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, deliver to the Borrower and the Administrative
    Agent (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 the Borrower or the
    Administrative Agent), executed copies 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

  
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  prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

   

  (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 deliver to the Borrower and the Administrative Agent at the
    time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471 (b)(3)(C)(i) of the Code) and such
    additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower 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.

   

  Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
    update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

   

  (h)          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 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), 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 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 (h) (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 paragraph
    (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) 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 Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
    paragraph 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.

   

  (i)           Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the
    Administrative Agent or any assignment of rights by, or the

  
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  replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

   

  Section 3.02 Increased Cost and Reduced Return; Capital and Liquidity Requirements.

   

  (a)          Increased Costs Generally. If any Change in Law shall:

   

  (i)         impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
    against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

   

  (ii)        subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
    definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

   

  (iii)        impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such
    Lender;

   

  and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any
    Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or
    other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction
    suffered.

   

  (b)          Capital Requirements. If any Lender reasonably determines that any Change in Law affecting such Lender or any lending office
    of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a
    consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
    Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding
    company for any such reduction suffered.

   

  (c)          Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such
    Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
    certificate within 10 days after receipt thereof.

   

  
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    (d)          Delay in Requests.
        Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.02 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to
        compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or
        reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include
        the period of retroactive effect thereof).

     

    Section 3.03 Matters Applicable to All Requests for Compensation.
      The Administrative Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to
      be paid to it hereunder, which shall be conclusive absent manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

     

    Section 3.04 Mitigation Obligations; Replacement of Lenders under Certain Circumstances.

  

  
     

    (a)          Designation of a Different
          Applicable Lending Office. If any Lender requests compensation under Section 3.02, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
        pursuant to Section 3.01, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations
        hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.02 or Section 3.01, as the case may
        be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by
        any Lender in connection with any such designation or assignment.

     

    (b)          Replacement of Lenders.
        If any Lender requests compensation under Section 3.02, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
        and, in each case, such Lender has declined or is unable to designate a different Applicable Lending Office in accordance with Section 3.04(a), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and
        effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07(b)), all
        of its interests, rights (other than its existing rights to payments pursuant to Section 3.02 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such
        obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

  

  
    

    

    (iv)          the Borrower
        shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.07(b);

  

  
     

    
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    (v)          such Lender
        shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of
        such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

     

    (vi)          in the case
        of any such assignment resulting from a claim for compensation under Section 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

     

    (vii)         such
        assignment does not conflict with applicable law; and

     

    (viii)        in the case
        of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

  

  
     

    A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
      otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  

  
     

    (c)          In the event that (i) the
        Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement
        of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or
        amendment shall be deemed a “Non-Consenting Lender”.

     

    Section 3.05 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate
      Commitments and repayment of all other Obligations hereunder.

  

  
     

    ARTICLE IV

     

    CONDITIONS PRECEDENT TO LOANS

  

  
     

    Section 4.01 Conditions to Loans. The obligation of each Lender to make its Loans hereunder is subject to satisfaction of the
      following conditions precedent, except as otherwise agreed between the Borrower, the Administrative Agent and the Required Lenders:

     

    (a)          The Administrative Agent’s or
        the Lenders’ (as applicable) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance reasonably satisfactory to the Required Lenders:

  

  
     

    (i)          executed
        counterparts of this Agreement, the Guarantee and Collateral Agreement, the Pledge Agreement, the UK Debenture, the UK Share

  

  
     

    
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    Charge 1, the Irish Security Documents and each other Loan Document to be entered into as of the Closing Date by each party thereto;

  

  
     

    (ii)          an original
        Note executed by the Borrower in favor of each Lender that has requested a Note;

     

    (iii)         a Committed
        Loan Notice relating to the Loans; and

     

    (iv)          the
        certificates, documents, instruments, agreements, legal opinions and deliverables set forth on the Closing Checklist attached hereto as Schedule 1.

  

  
     

    (b)          With respect to the Chapter 11
        Case, there shall have been entered a final order confirming the Reorganization Plan in form and substance reasonably satisfactory to the Lenders, and the “Effective Date” as set forth in the Reorganization Plan shall have occurred prior to or
        simultaneously with the Closing Date and all conditions precedent to the occurrence of such Effective Date shall have been satisfied (or waived by the Lenders).

     

    (c)          The Borrower shall have issued
        Convertible Notes in the amount of $125,000,000 in exchange for (a) the Specified Portion (as hereinafter defined) of the Existing Convertible Notes and all other unsecured; indebtedness and liabilities of the Borrower (other than Department of
        Justice and other government related payments and trade claims, which will remain unimpaired), which shall be allocated among the applicable creditors on a ratable basis based on the respective principal or face amount of their respective unsecured
        claims, (b) the “Roll Up Loans” under (and as defined in) the Existing Bridge Credit Agreement (plus accrued fees and interest thereon), which shall receive such Convertible Notes on a dollar for dollar basis in full satisfaction of the applicable
        creditors’ claims, and (c) the aggregate amount of obligations under the Existing DIP Credit Agreement on a dollar for dollar basis that are not repaid in cash on the effective date of the Reorganization Plan. As used herein, the term “Specified
          Portion” means an amount equal to (i) $102,000,000 minus (ii) the aggregate amount of obligations under the Existing DIP Credit Agreement that are not repaid in cash on the effective date of the Reorganization Plan.

     

    (d)          The $42,000,000 rights offering
        to the creditors of the Borrower and the $18,000,000 equity offering to certain current or future shareholders of the Parent contemplated by the Backstop Subscription Agreement shall have been consummated or the Backstop Subscription Agreement
        shall remain in full force and effect.

     

    (e)          The acquisition of the Borrower
        and its Subsidiaries by the Parent or one of its Subsidiaries (the “Acquisition”) shall have been completed on the terms set forth in the Plan Funding Agreement and all other documentation relating thereto, in each case in form and substance
        reasonably satisfactory to the Lenders. All conditions precedent to the Acquisition shall have been met (or waived with the consent of the Lenders) and the Acquisition shall have been consummated in accordance with the terms of the Plan Funding
        Agreement and such other documentation (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Lenders) and all requirements of law.

  

  
     

    
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    (f)           [Reserved].

     

    (g)          The Lenders shall have received
        at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without
        limitation the USA PATRIOT Act, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least ten (10) Business Days prior to the Closing Date.

  

  
     

    (h)          The Administrative Agent shall
        have received a certificate signed by a Responsible Officer of the Borrower in substantially the form of Exhibit F certifying that (i) the representations and warranties of the Borrower and each other Loan Party contained in Article V
        or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date (before and after giving effect to the incurrence of the Loans); provided that to the extent that such representations and
        warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”,
        “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (ii) no Default or Event of Default shall exist, or would result from the
        incurrence of the Loans or from the application of the proceeds therefrom.

     

    (i)          There shall be no order,
        injunction or decree of any Governmental authority restraining or prohibiting the funding or conversion, as applicable, of the Loans on the Closing Date.

     

    (j)          The Lenders shall have received
        a customary payoff letter and lien termination statements and lien release documents (or similar documents), in each case, reasonably satisfactory to the Lenders, with respect to the Amryt Finance Contract and the obligations thereunder, and upon
        funding of the New Money Loans and the application of such proceeds (in accordance with the steps plan disclosed the Lenders) to the obligations under the Amryt Finance Contract, such obligations shall be paid in full and all liens securing such
        obligations shall be terminated within one (1) Business Day of the Closing Date.

  

  
     

    Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section






        4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.

  

  
     

    ARTICLE V

     

    REPRESENTATIONS AND WARRANTIES

  

  
     

    Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

     

    
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    Section 5.01 Existence, Qualification and Power; Compliance with Laws. Except as set forth on Schedule 5.01 or, in the case
      of clause (d), Schedule 5.06, each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent
      such concept exists in such jurisdiction), (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c)
      is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with
      all Laws (including, without limitation, Regulation X of the FRB), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted, except,
      with respect to the foregoing clauses (c), (d) and (e), as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

     

    Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to
      which such Person is a party, and the consummation of the Transaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate or other organizational action, and (c) do not and will not
      (i) contravene the terms of any of such Person’s Organization Documents, (ii) except as set forth on Schedule 5.02, conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section







        7.01), or require any payment to be made under (x) any Material Contracts to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree
      of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate any material applicable Law.

     

    Section 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or
      notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,
      (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the
      Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, in each case, other than (a) those that have been duly obtained or made and which are in full
      force and effect, (b) the filing of UCC financing statements and (c) the filings or other actions necessary to perfect Liens under the Loan Documents.

     

    Section 5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party
      that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to the effects of
      bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally.

    

    

    
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    Section 5.05 [Reserved].

     

    Section 5.06 Litigation. Except for claims, actions, suits, investigations, litigation or proceeding and set forth on Schedule
        5.06, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or its Subsidiaries, including any Environmental Action, pending or, to the knowledge of any Loan Party, threatened in writing before any
      Governmental Authority or arbitrator that (i) would be reasonably likely to result in liabilities in excess of the Threshold Amount or (ii) purports to affect the legality, validity or enforceability of any Loan Document.

     

    Section 5.07 Ownership of Property; Liens. (a) Each Loan Party and its Subsidiaries is the legal and beneficial owner of the
      Collateral pledged by it free and clear of any Lien, except for Permitted Liens.

     

    (b)          Each Loan Party and each of its
        Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property used in the ordinary conduct of its business, free and clear of all Liens except
        for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or
        other interest would not reasonably be expected to have a Material Adverse Effect. Set forth as Schedule 5.07(b) hereto is a complete and accurate list of all real property owned by any Loan Party or any of its Subsidiaries, showing, as of
        the date hereof, the street address, state and any other relevant jurisdiction, record owner and fair market value. Set forth on Schedule 5.07(b) hereto is a complete and accurate list of all leases of real property under which any Loan
        Party or any Subsidiary is the tenant, showing as of the date hereof the street address, state and any other relevant jurisdiction, parties thereto, sublessee (if any), expiration date and annual base rental cost thereof.

     

    Section 5.08 Enforceable Obligations. The provisions of the Collateral Documents are effective to create in favor of the
      Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable fixed and floating charges and first priority Lien, as applicable in any relevant jurisdiction, or security interest in all right, title and interest of the
      Loan Parties in the Collateral and all proceeds thereof and in the case of any UK Collateral, upon the timely and proper filing of the related Collateral Documents, any relevant additional security documents and the security interests created by it
      or them with Companies House, the Administrative Agent, for the benefit of the Secured Parties, has a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted
      Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

     

    Section 5.09 Environmental Compliance. Except as set forth on Schedule 5.09 or as would not individually be reasonably
      expected to result in a liability in excess of the Threshold Amount to the Loan Parties and their Subsidiaries (provided that the aggregate of all such events, circumstances, developments and liabilities could not reasonably be expected to result in
      a Material Adverse Effect):

    

       

    
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    (a)          The operations and properties of each Loan Party and each
        of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or
        costs, and no circumstances exist that would be reasonably likely to (A) to the knowledge of the Loan Parties, form the basis of an Environmental Action against any Loan Party or any Subsidiary or any of their properties or (B) cause any such
        property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

     

    (b)          None of the
        properties currently or, to the knowledge of the Loan Parties, formerly, owned or operated by any Loan Party or any of its Subsidiaries is listed or, to such Loan Party’s or each of its Subsidiaries’ knowledge, proposed for listing on the NPL or on
        the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no, and, to the knowledge of the Loan Parties, never have been, any underground or aboveground storage tanks other than in compliance with
        applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of
        its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries other than in compliance with applicable Environmental Laws; and other than in compliance with applicable
        Environmental Laws, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of by any Loan
        Party or any of its Subsidiaries on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries other than in material compliance with applicable Environmental Laws.

     

    (c)          Neither any
        Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or
        threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all
        Hazardous Materials generated, used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries to or from, any property currently or formerly owned or operated by any Loan Party or any of its
        Subsidiaries have, to the knowledge of the Loan Parties, been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

     

    (d)          Each Loan
        Party and each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business as presently conducted. No Loan Party nor any of its Subsidiaries has received any written
        notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any work, repairs, construction or capital expenditures are required to be made in order to be in or continue to be in compliance with any applicable
        Environmental Laws or any material Environmental Permit or (B) any Environmental

  

  
     

    
      45

      
        
 

    

    Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated.

  

  
     

    (e)          Except as
        would not reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable Environmental Law.

     

    (f)          Nothing
        contained in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.

  

  
     

    Section 5.10 Taxes. (a) Each of the Loan Parties and each of their respective Subsidiaries has timely filed all income and all
      other material tax returns and reports required to be filed, and have timely paid all Taxes (whether or not shown on such tax returns or reports) and all other amounts of federal, provincial, state, municipal, foreign and other taxes, assessments,
      fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are set forth on Schedule 5.10 or are being contested in good faith by appropriate proceedings
      and for which adequate reserves have been provided in accordance with IFRS.

  

  
     

    (b)          Except as set forth on Schedule






          5.10 or as would not, individually or in the aggregate, be reasonably likely to result in any material liability, (i) there are no claims being asserted in writing with respect to any amounts of taxes, (ii) there are no presently effective
        waivers or extensions of statutes in writing with respect to any amounts of taxes, and (iii) no tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other
        taxing authority, in each case, with respect to the Loan Parties or any of their respective Subsidiaries.

     

    (c)          No Loan Party nor any of its
        Subsidiaries is party to any tax sharing agreement other than with an affiliate included in a consolidated or combined tax return.

  

  
     

    Section 5.11 Compliance with ERISA. (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other
      federal or state Laws, except as is not, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

     

    (b)          (i) No ERISA Event has occurred
        or is reasonably expected to occur; (ii) none of the Loan Parties or any of their Subsidiaries has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of
        ERISA, would result in such liability) under Section 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) none of the Loan Parties or any of their Subsidiaries or any ERISA
        Affiliate has engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA.

     

    Section 5.12 Labor Matters. There are no strikes pending or, to the knowledge of any Loan Party, threatened in writing against any
      Loan Party or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The (i) hours worked and payments made to employees of any Loan Party or any of its Subsidiaries have not
      been in violation in any material respect of the Fair Labor Standards Act or

    

    

    
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  any other applicable law dealing with such matters and (ii) all material payments due from any Loan Party or any of its Subsidiaries
    or for which any claim may be made against any Loan Party or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party or such
    Subsidiary to the extent required by IFRS.

  
     

    Section 5.13 Insurance. The properties of the Loan Parties and their Subsidiaries are insured in the manner contemplated by Section






        6.07.

     

    Section 5.14 Subsidiaries; Equity Interests. As of the date hereof, the Loan Parties do not have any Subsidiaries other than those
      specifically disclosed in Schedule 5.14, and all of the outstanding Equity Interests in each such Person and each such Subsidiary have been validly issued, are fully paid and non-assessable. As of the date hereof, Schedule 5.14 (a)
      sets forth the name and ownership interest of each Person that owns any Equity Interests in the direct and indirect Subsidiaries of the Parent, (b) sets forth the name and jurisdiction of organization of the Parent and each direct and indirect
      Subsidiary of the Parent and (c) sets forth the ownership interest of each direct and indirect Subsidiary of the Parent, including the percentage of such ownership.

     

    Section 5.15 Margin Regulations; Investment Company Act; Anti-Terrorism Laws; Sanctions and Other Regulations. (a) None of the Loan
      Parties or any of their Subsidiaries is engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for
      the purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be used for any purpose that violates Regulation U issued by the FRB.

  

  
     

    (b)          None of the Loan Parties or any
        of their Subsidiaries is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

     

    (c)          No Loan Party nor any of its
        Subsidiaries or to its knowledge any of the respective officers, directors, brokers or agents of such Loan Party or Subsidiary has violated any applicable Anti-Terrorism Law in any material respect.

     

    (d)          No Loan Party, nor any of its
        Subsidiaries, any of their respective directors, officers or employees, or to the knowledge of the Loan Party, any agent of the Loan Party or any Subsidiary that act in any capacity in connection with the Loans, is (i) a Sanctioned Person, (ii)
        organized, resident or located in a Sanctioned Country, (iii) in violation of Sanctions, or (iv) engaged in any transactions or dealings with a Sanctioned Person or in a Sanctioned Country; and each Loan Party has instituted and maintains policies
        and procedures designed to ensure continued compliance by each Loan Party, its Subsidiaries, and their respective directors, officers, employees and agents with Sanctions.

     

    (e)          No Loan Party or any of its
        Subsidiaries or to its knowledge any of the respective officers, directors, brokers or agents of such Loan Party or Subsidiary acting or benefiting in any capacity in connection with the Loans (i) deals in, or otherwise engages in any transaction
        related to, any property or interests in property blocked pursuant to any Anti-

  

  
     

    
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    Terrorism Law or (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
      violate, any of the prohibitions set forth in any Anti-Terrorism Law.

  

  
     

    (f)          No Loan Party nor any of its
        Subsidiaries or any of the respective officers, directors, brokers or agents of such Loan Party or Subsidiary will directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any individual or entity (i) for
        the purpose of funding, financing, or facilitating any activities, business or transaction of or with a Sanctioned Person, or in any Sanctioned Country, or (ii) in any manner that would result in a violation of Sanctions by any party to this
        agreement.

     

    (g)          None of the Loan Parties or any
        of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or other person acting on behalf of the Borrower or any of its Subsidiaries has taken any action, directly or indirectly, that would result in a
        material violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or any other applicable anti-corruption law (collectively, “Anti-Corruption Laws”); and the Loan Parties
        have instituted and maintain policies and procedures designed to ensure continued compliance therewith in all material respects.

  

  
     

    (h)          None of the Loan Parties or any
        of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005.

     

    Section 5.16 Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any
      Loan Party or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or
      supplemented by other information so furnished) when taken as a whole contains when furnished any material misstatement of 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 materially misleading; provided to the extent any information constitutes projections or other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon
      assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

     

    Section 5.17 Intellectual Property. As of the date hereof, set forth on Schedule 5.17 and the schedules to the Collateral
      Documents is a complete and accurate list of all Registered patents, trademarks, service marks, domain names and copyrights, owned by any Loan Party or any of its Subsidiaries and all IP Agreements (as defined in the Collateral Documents) as of such
      date, showing as of such date the jurisdiction in which each such item of Registered Intellectual Property is registered or in which an application is pending and the registration or application number. Each Loan Party and each of its Subsidiaries
      owns or has the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, know-how, technology and other intellectual property recognized under applicable Law (collectively, “Intellectual Property”)
      that are material to the operation of their respective

    

    

    
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  businesses as currently conducted and, to the knowledge of the Loan Parties, except as set forth in the “Disputes or Litigation”
    section of Schedule 5.17, the use of such Intellectual Property by such Person or the operation of their respective businesses is not infringing upon any Intellectual Property rights held by any other Person and there are no other disputes or
    litigation proceedings involving such Intellectual Property.

  
     

    Section 5.18 Plan Funding Agreement. As of the Closing Date, the Borrower has delivered to the Administrative Agent and the Lenders
      a complete and correct copy of the Plan Funding Agreement (including all schedules, exhibits, amendments, supplements, modifications and other material documents delivered pursuant thereto or in connection therewith or with the Acquisition).

     

    Section 5.19 EEA Financial Institution. Neither the Borrower nor any other Loan Party is an EEA Financial Institution.

     

    Section 5.20 Contractual Obligations. Set forth on Schedule 5.20 hereto are all Material Contracts to which the Loan Parties and
      their Subsidiaries are party as of the Closing Date. As of the Closing Date, none of the Loan Parties or their Subsidiaries have knowledge of any events of default under any such Material Contracts.

  

  
     

    ARTICLE VI

     

    AFFIRMATIVE COVENANTS

  

  
     

    So long as any Lender shall have any Commitment outstanding hereunder or any Loan or other Obligation hereunder which is accrued and
      payable shall remain unpaid or unsatisfied, each of the Parent and the Borrower shall, and shall (except in the case of the covenants set forth in Section 6.01, Section 6.02 and Section 6.03) cause the Loan Parties and their
      Subsidiaries to:

     

    Section 6.01 Financial Statements. Deliver to the Administrative Agent who shall, upon the request of any Lender, make such
      information available to such Lender:

  

  
     

    (a)          Quarterly
          and Annual Financial Statements. (i) As soon as available, but in any event, within fifty-five (55) days after the end of each of the first three (3) fiscal quarters of each Fiscal Year of the Parent (commencing with the first full fiscal
        quarter ended after the Closing Date), unaudited internally prepared balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related unaudited internally prepared consolidated statements of income or
        operations and cash flows for such fiscal quarter, certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries in
        accordance with IFRS, subject to year-end adjustments, and (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of the Parent’s Fiscal Year, audited consolidated financial statements of the Parent for the
        Fiscal Year then ended (to be comprised of a consolidated balance sheet and income statement and cash flows covering the Parent and its Subsidiaries’ operations for such

  

  
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    Fiscal Year), which financial statements shall have been audited by independent public accountants of recognized national standing and
      accompanied by an opinion of such accountants (which shall not be qualified as to scope or contain any going concern or other qualification) to the effect that such consolidated financial statements fairly present, in all material respects, the
      financial position and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with IFRS.

  

  
     

    (b)          Management





          Discussion and Analysis Reports. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a), a report setting forth management’s analysis and discussion of the condition (financial
        and otherwise) and operations, in respect of the business of the Parent and its Subsidiaries.

     

    (c)          Annual





          Budget. As soon as available, but in any event, within sixty (60) days after the last day of the Parent’s Fiscal Year, the Borrower shall deliver to the Administrative Agent and the Lenders an annual budget (each, as amended pursuant to
        Section 6.01(e), a “Budget”) consisting of projections of the Loan Parties’ and their Subsidiaries’ consolidated and consolidating financial performance for the forthcoming Fiscal Year on a quarter by quarter basis (including assumptions
        made in the build-up of such budget).

     

    (d)          Monthly





          Financial Statements. At the request of the Required Lenders during the continuation of an Event of Default, the Borrower shall provide to the Lenders a consolidated balance sheet of the Parent and its Subsidiaries as of the end of last
        fiscal month, and the related consolidated statements of income or operations for such fiscal month.

     

    (e)          Budget





          Updates. At the request of the Required Lenders during the continuation of an Event of Default, the Borrower shall provide to the Lenders any updates to the projections set forth in the Budget.

     

    (f)          Other





          Statements. Copies of all statements, reports, notices made available to the Parent’s security holders generally, to such lenders or to any other holders of Indebtedness for borrowed money, including, without limitation, (i) notice of the
        occurrence of any default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto and (ii) notice of the occurrence of any matter that has resulted or could
        reasonably be expected to result in a Material Adverse Effect.

     

    (g)         Notices





          to Convertible Note Holders. Copies of all notices to or from the holders or the trustee of the Convertible Notes and agreements and documents (including any amendments or modifications thereto) entered into in connection with the Convertible
        Notes, in each case, within one (1) Business Day of delivery, receipt or execution as the case may be.

  

  
     

    Section 6.02 Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent who shall, make such
      information available on the Platform:

    

    

    
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    (a)          upon delivery of the financial
        statements referred to in Section 6.01(a) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; and

     

    (b)          promptly after the same are
        publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC or with any successor Governmental Authority (other than amendments to any registration statement (to
        the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the
        Administrative Agent pursuant hereto.

  

  
     

    Delivery of any reports, information and documents under Section 6.01 and Section 6.02 as well as any such reports, information and
      documents pursuant to this Agreement, to the Administrative Agent and the Lenders is for informational purposes only and the Administrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained
      therein or determinable from information contained therein, including the Borrower’s compliance with any of its covenants hereunder (as to which the Administrative Agent and the Lenders are entitled to rely exclusively on the Compliance
      Certificates). The Administrative Agent and the Lenders shall have no responsibility or liability for the filing, timeliness or content of any report required under Section 6.01 or Section 6.02 or any other reports, information and documents required
      under this Agreement (aside from any report that is expressly the responsibility of the Lenders subject to the terms hereof).

     

    Section 6.03 Notice Requirements; Other Information. Promptly after a Responsible Officer obtains knowledge thereof, notify the
      Administrative Agent and each Lender of each of the following events or circumstances and provide to the Administrative Agent the following information and documents who shall make such information available on the Platform:

  

  
     

    (a)          the
        occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto;

     

    (b)          the
        occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

     

    (c)          the
        commencement of, or any material development in, any litigation or governmental proceeding (including without limitation pursuant to any applicable Environmental Laws) pending against any Loan Party or any of the Subsidiaries that could reasonably
        be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect;

     

    (d)          the
        occurrence of any ERISA Event above the Threshold Amount or the breach of any representation in Section 5.12;

     

    (e)          any
        information with respect to environmental matters as required by Section 6.04(b);

  

  
     

    
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    (f)          copies of all
        notices, requests and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount regarding or
        related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and copies of any amendment, modification
        or waiver of any provision of any such instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount and, from time to time upon request by the Administrative Agent (at the direction of the
        Required Lenders), such information and reports regarding such instruments, indentures and loan and credit and similar agreements relating to Indebtedness in excess of the Threshold Amount as the Administrative Agent may reasonably request (at the
        direction of the Required Lenders);

     

    (g)          a tax event
        or liability not previously disclosed in writing by the Borrower to the Administrative Agent which would reasonably be expected to result in a material liability, together with any other information as may be reasonably requested by the Required
        Lenders to enable the Required Lenders to evaluate such matters;

  

  
     

    (h)          any
        occurrence of a Change of Control; and

     

    (i)          any change
        (i) in any Loan Party’s corporate name, (ii) any Loan Party’s identity and corporate structure, (iii) any Loan Party’s taxpayer identification number or (iv) any Loan Party’s jurisdiction of incorporation.

  

  
     

    Section 6.04 Environmental Matters. (a) Comply and cause each Loan Party and each of its Subsidiaries to comply, in all material
      respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all material Environmental Permits required under Environmental Laws for its operations and
      properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action required to remove and clean up all releases or threatened releases
      of Hazardous Materials from any of its properties, as required under, and in accordance with the requirements of all Environmental Laws; provided, however, that no Loan Party nor any of its Subsidiaries shall be required to undertake
      any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and, to the extent required by IFRS, appropriate reserves are being maintained with respect to
      such circumstances.

     

    (b)          Promptly, and in any event
        within ten (10) Business Days, after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent of or, deliver to the Administrative Agent, for further distribution to each Lender, copies of any and all material,
        non-privileged written communications and material, non-privileged documents concerning:

  

  
     

    (i)          any
        Environmental Action against or of any non-compliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (1) reasonably be expected to result in a liability to any Loan Party in excess of the
        Threshold Amount or (2) cause any Mortgaged Properties to be subject to

  

  
     

    
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    any restrictions on ownership, occupancy, use or transferability under any Environmental Law;

  

  
     

    (ii)          to the
        extent any of the following is reasonably expected to result in a liability to any Loan Party in excess of the Threshold Amount: (1) any occurrence of any release or threatened release of Hazardous Materials required to be reported to any
        Governmental Authority under applicable Environmental Law, (2) any remedial actions taken by any Loan Party or its Subsidiaries in respect of any such release or threatened release that could reasonably be expected to result in an Environmental
        Action or (3) the Loan Parties’ discovery of any occurrence of or condition on any real property adjoining or in the vicinity of any site or facility that would be reasonably expected to cause such site or facility or any part thereof to be subject
        to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

     

    (iii)          to the
        extent any of the following is reasonably expected to result in a liability to any Loan Party in excess of the Threshold Amount: (1) any Permitted Acquisition that could reasonably be expected to (A) expose any Loan Party or any of its Subsidiaries
        to, or result in, Environmental Actions or (B) affect the ability of the Loan Parties and their Subsidiaries to maintain in full force and effect all Governmental Authorizations and Environmental Permits required for the continued operations of
        their respective businesses existing prior to such Permitted Acquisition and (2) any action proposed to be taken by any Loan Party or any of its Subsidiaries to modify current operations in a manner that would reasonably be expected to subject any
        Loan Party or any of its Subsidiaries to any material additional obligations or requirements under Environmental Laws;

     

    (iv)          copies of
        all material environmental reports or audits (whether produced by any Loan Party or any of its Subsidiaries or any third party or Governmental Authority) and any Phase I or Phase II reports in respect of any sites or real property owned, leased or
        operated by any Loan Party or any of its Subsidiaries that are in possession or control of any Loan Party or any of its Subsidiaries;

     

    (v)          to the extent
        any of the following is reasonably expected to result in a liability to any Loan Party in excess of the Threshold Amount: copies of any and all material, non-privileged written communications with respect to (A) any Environmental Action, (B) any
        release or threatened release or non-compliance with any Environmental Law required to be reported to any Governmental Authority and (C) any request for information from a Governmental Authority that suggests such Governmental Authority is
        investigating the potential responsibility of any Loan Party or any of its Subsidiaries as a potentially responsible party;

     

    (vi)          the good
        faith belief that a release of Hazardous Materials, or a violation of Environmental Law reasonably likely to result in a fine or penalty in excess of the Threshold Amount, has occurred on or after the Closing Date, and within 60 days after such
        request and at the expense of the Borrower, any additional environmental site assessment reports for any Loan Party or any of its Subsidiaries’ properties described in such request prepared by an environmental consulting firm acceptable to the
        Required

  

  
     

    
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    Lenders, indicating the presence or absence of such Hazardous Materials and the estimated cost of any compliance, removal or remedial
      action in connection with any such Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Required Lenders reasonably determine at any time that a material risk exists that any such report will not be
      provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Loan Party and any
      Subsidiary that owns any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof, the right, subject to the rights of tenants, to enter onto
      their respective properties to undertake such an assessment; and

  

  
     

    (vii)          any such
        other documents and information as the Administrative Agent (at the direction of the Required Lenders) may reasonably request from time to time.

  

  
     

    Section 6.05 Maintenance of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence, structure and
      name under the Laws of the jurisdiction of its organization and (b) take all commercially reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal
      conduct of its business, except (i) other than with respect to any Loan Party, to the extent the Parent’s board of directors (or in the case of clause (b), a Responsible Officer) shall determine that the preservation thereof is no longer desirable in
      the conduct of the business of the Loan Parties and their Subsidiaries and to the extent that the loss thereof shall not be disadvantageous to the Loan Parties, their Subsidiaries or the Lenders in any material respect, (ii) pursuant to a transaction
      permitted by Section 7.04 or Section 7.05 or (iii) in the case of clause (b), failure to do so could not reasonably be expected to have a Material Adverse Effect.

     

    Section 6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment that are
      used or useful in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (make all commercially reasonable and appropriate repairs, renewals, replacements,
      modifications, improvements, upgrades, extensions and additions thereof except where failure to do so would not reasonably be expected to materially adversely affect the use of the related property.

     

    Section 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies (in the good faith
      judgment of management of the Parent), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after
      giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their Subsidiaries) as are customarily carried by Person engaged in similar businesses and
      owning or leasing similar properties in the same general areas in which such Loan Party or such Subsidiary operates. The Parent and the Borrower shall cause all property policies to have a lender’s loss payable endorsement showing Administrative
      Agent as lender loss payee and use commercially reasonable efforts to cause such endorsement to provide that the insurer must give

    

    

    
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  Administrative Agent at least twenty (20) days’ notice before canceling, amending, or declining to renew its policy. All liability
    policies shall show, or have endorsements showing, Administrative Agent as an additional insured, and all such policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall give Administrative Agent at least
    twenty (20) days’ notice before canceling, amending, or declining to renew its policy. At any Lender’s request, each Loan Party shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any casualty policy
    in connection with a Casualty Event shall be subject to Section 2.02(b)(ii).

  
     

    Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
      injunctions, decrees and judgments applicable to it or to its business or property, except where such non-compliance is not, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

     

    Section 6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in
      all material respects and as are sufficient to permit the preparation of financial statements in conformity with IFRS, consistently applied, shall be made of all material financial transactions and matters involving the assets and business of any of
      the Loan Parties.

     

    Section 6.10 Inspection Rights; Lender Calls. (a) Permit representatives and independent contractors of the Administrative Agent
      and each Lender (including, without limitation, financial advisors retained by or for the benefit of the Administrative Agent or the Lenders or their counsel, including the Financial Advisor) to visit and inspect any properties and books and records
      of the Loan Parties and their Subsidiaries (subject, in the case of third party customer sites, to customary access agreements) and to discuss its affairs, finances and accounts with its directors, officers, advisors and independent public
      accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that
      such visits and inspections shall be coordinated through the Required Lenders and any review of books and records shall be done no more frequently than quarterly absent the continuation of an Event of Default. The Administrative Agent and the Lenders
      shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants to the extent reasonably feasible. No Loan Party nor any Subsidiary shall be required to disclose to the Administrative Agent
      or any Lender any information that, in the opinion of counsel to such Loan Party or such Subsidiary, is prohibited by Law to be disclosed, is subject to attorney client privilege or constitutes attorney work product or the disclosure of which would
      cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 6.10.

     

    (b)          On a quarterly basis, upon the
        reasonable request of the Required Lenders, the Borrower’s chief financial officer, together with the Borrower’s financial advisor shall hold a conference call (at a mutually agreeable time, the cost of such call to be paid by the Borrower) with
        the Administrative Agent and the Lenders, on which conference calls shall be reviewed the Loan Parties’ financial performance, operations, current trends and variance reports

    

    

    
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    Section 6.11 Additional Guarantors. To the extent any Person is required to become a Guarantor under the Loan Documents, (i) cause
      such Person to become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guarantee and Collateral Agreement or a Guarantee and Collateral Agreement Supplement substantially in the form attached to the Guarantee
      and Collateral Agreement, and (ii) deliver to the Administrative Agent any applicable documents of the types referred to in Section 4.01(a) and, if reasonably requested by the Required Lenders, favorable opinions of counsel to such Person
      under New York Law, if applicable (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantee and Collateral Agreement), all in form, content and scope reasonably satisfactory to the Required
      Lenders.

     

    Section 6.12 Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, solely in a manner consistent with the
      Permitted Uses. Notwithstanding the foregoing, no part of the proceeds of any Loan shall be used directly or indirectly to finance in any way payment of the fees and expenses of any Person incurred in connection with (i) the investigation (including
      discovery proceedings), initiation or prosecution of any claims, causes of action, adversary proceedings, suits, arbitrations, proceedings, applications, motions or other litigation of any type adverse to any of the Secured Parties or any of their
      respective Affiliates, agents or representatives, or their respective rights and remedies under or in respect of the Loans provided pursuant to this Agreement; (ii) challenging the amount, validity, perfection, priority or enforceability of, or
      asserting any defense, counterclaim or offset to, the obligations and liens and security interests granted under the Loan Documents, applicable non-bankruptcy law or otherwise; or (iii) attempting to prevent, hinder or otherwise delay any of the
      Lenders’ or the Administrative Agent’s assertion, enforcement or realization upon any of the Collateral.

     

    Section 6.13 Anti-Corruption and Sanctions Laws. To the extent existing on the Closing Date, the Loan Parties will maintain in
      effect such policies and procedures designed to promote compliance in all material respects by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable
      anti-corruption laws as well as Sanctions.

     

    Section 6.14 Taxes. Pay and discharge, and will cause each Loan Party and each of its Subsidiaries to pay and discharge, all
      material Taxes, assessments and governmental charges or levies arising after the Closing Date imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, which, if unpaid when due and
      payable, may reasonably be expected to become a tax Lien upon any properties of any Loan Party or any of its Subsidiaries thereof not otherwise permitted under this Agreement; provided that no Loan Party nor any of its Subsidiaries shall be
      required to pay any such Tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with IFRS unless and until any tax Lien
      resulting therefrom attaches to its property and becomes enforceable against its other creditors.

     

    Section 6.15 End of Fiscal Years; Fiscal Quarters. Cause (i) its Fiscal Year to end on or about December 31 of each calendar year
      and (ii) its fiscal quarters to end on or about March 31, June 30, September 30 and December 31 of each calendar year, in each case unless otherwise approved by the Required Lenders.

     

    
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    Section 6.16 ERISA. (a) ERISA Events and ERISA Reports. (i) Promptly and in any event within ten (10) days after any Loan
      Party, any Subsidiary or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, provide to the Administrative Agent a statement of a Responsible Officer of the Borrower describing such ERISA Event and the action, if any,
      that such Loan Party, such Subsidiary or such ERISA Affiliate has taken and proposes to take with respect thereto and (ii) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to
      Section 4010 of ERISA, provide to the Administrative Agent a copy of such records, documents and information.

  

  
     

    (b)          Plan Terminations.
        Promptly and in any event within five (5) Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, provide to the Administrative Agent copies of each notice from the PBGC stating its intention to terminate any Plan or to have a
        trustee appointed to administer any Plan.

     

    (c)          Plan Annual Reports.
        Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, provide to the Administrative Agent copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each
        Plan.

     

    (d)          Multiemployer Plan Notices.
        Promptly and in any event within five (5) Business Days after receipt thereof by any Loan Party, any Subsidiary or any ERISA Affiliate from the sponsor of a Multiemployer Plan, provide to the Administrative Agent copies of each notice concerning
        (i) the imposition of Withdrawal Liability by any such Multiemployer Plan, (ii) the reorganization or termination, or a determination that such Multiemployer Plan is in endangered or critical status, within the meaning of Title IV of ERISA, of any
        such Multiemployer Plan or (iii) the amount of liability incurred, or that may be incurred, by such Loan Party, such Subsidiary or such ERISA Affiliate in connection with any event described in clause (i) or (ii).

  

  
     

    Section 6.17 Further Assurances.

  

  
     

    (a)          Execute and
        deliver, or cause to be executed and delivered, to the Administrative Agent such reasonable documents and agreements, and shall take or cause to be taken such reasonable actions, as the Administrative Agent may, from time to time, reasonably
        request to carry out the terms and conditions of this Agreement and the other Loan Documents.

     

    (b)          In the event
        any Loan Party or any of its Subsidiaries acquires fee title to any real property with a fair market value in excess of $1,000,000, within thirty (30) days (or such longer period as the Required Lenders may agree in their sole discretion) after
        such acquisition, such Loan Party or such Subsidiary shall deliver, or cause to be delivered, to the Administrative Agent a fully-executed Mortgage with respect to such real property, together with such title insurance policies, surveys,
        appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates reasonably requested by the Administrative Agent and the Required Lenders.

  

  
     

    
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    (c)          Each of the
        Parent and the Borrower shall, and shall cause each of their direct and indirect Subsidiaries to, execute such guarantees, pledge agreements, control agreement and security documents as shall be customary in the applicable local jurisdictions to
        grant to Administrative Agent, for the benefit of the Secured Parties, a security interest and guaranty of the Obligations secured by a first priority Lien (in form and substance reasonably satisfactory to the Secured Parties) over substantially
        all assets of the Parent and its Subsidiaries (including all equity interests of each Subsidiary of Parent); provided, that (i) no Foreign Subsidiary of the Borrower or of Amryt Pharmaceuticals DAC shall be required to become a Guarantor or
        otherwise grant Liens on its assets to the extent it is an Immaterial Subsidiary or organized within France and (ii) such guaranty and security with respect to any Foreign Subsidiary of the Borrower or of Amryt Pharmaceuticals DAC (including over
        the equity of such Foreign Subsidiary) shall be limited as agreed by both the Parent and the Required Lenders to the extent the Parent and the Required Lenders both determine that such guaranty and granting of liens will result in material adverse
        tax consequences to the Loan Parties and their Subsidiaries or would violate applicable law in any material respect.

  

  
     

    Section 6.18 Business. Each of the Parent and the Borrower will only, and will only permit their respective Subsidiaries to, engage
      directly or indirectly in the business engaged in by the Parent, the Borrower and their respective Subsidiaries as of the Closing Date and reasonable extensions thereof and businesses ancillary, corollary, synergistic or complimentary thereto.

     

    Section 6.19 Landlord Agreements. To the extent requested by the Lenders, each Loan Party shall use commercially reasonable efforts
      to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to (to the extent leased) the Borrower’s
      headquarters and each location where any Collateral having a fair market value in excess of $1,000,000 is stored or where material books and records are located, which agreement shall be in form and substance reasonably satisfactory to the Required
      Lenders.

     

    Section 6.20 Post-Closing Matters. Comply with each of the requirements set forth on Schedule 6.20 no later than the applicable
      date specified thereon.

  

  
     

    ARTICLE VII

     

    NEGATIVE COVENANTS

  

  
     

    So long as any Lender shall have any Commitment outstanding hereunder or any Loan or other Obligation hereunder which is accrued and
      payable shall remain unpaid or unsatisfied, each of the Parent and the Borrower shall not, and shall not permit any of the Loan Parties or their Subsidiaries to, directly or indirectly:

     

    Section 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including
      accounts receivable), whether now owned or hereafter acquired, other than the following Liens (collectively, “Permitted Liens”):

  

  
     

    
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    (a)          Liens
        pursuant to any Loan Document;

     

    (b)          Liens
        existing on the Closing Date and listed on Schedule 7.01(b);

     

    (c)          Liens for
        taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the
        books of the applicable Person to the extent required in accordance with IFRS;

     

    (d)          statutory or
        common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not to exceed $50,000 and not overdue
        for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith, if
        adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with IFRS;

     

    (e)          (i) pledges
        and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
        property, casualty or liability insurance to the Borrower or any Subsidiary and (ii) Liens securing the financing of insurance premiums (to the extent such Liens extend to the unearned premiums for such insurance) in the ordinary course of
        business;

     

    (f)          Liens
        consisting of deposits made in connection with Indebtedness of the types permitted under Sections 7.03(e) or 7.03(g) (in each case, other than for borrowed money) entered into in the ordinary course of business or to secure the
        obligations otherwise permitted;

     

    (g)          easements,
        rights-of-way, covenants, conditions, restrictions, encroachments, and other survey defects protrusions and other similar encumbrances and minor title defects affecting real property which were not incurred in connection with Indebtedness and do
        not in any case materially and adversely interfere with the use of the property encumbered thereby for its intended purposes;

  

  
     

    (h)          Liens
        securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens attach concurrently with or within 120 days after the acquisition, or the completion of the construction, repair, replacement or improvement (as
        applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds
        and the products thereof and customary security deposits, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof
        and customary security deposits) other than the assets subject to such Capital Leases;

     

    
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    (i)          Liens arising
        by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies (i) relating to the establishment of depository relations with banks or other financial institutions not
        given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary of the Borrower that is a Subsidiary Guarantor (so long as such Subsidiary remains a Subsidiary Guarantor)
        to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or such Subsidiary Guarantor or (iii) relating to purchase orders and other agreements entered into with customers of the
        Borrower or any of its Subsidiaries in the ordinary course of business;

     

    (j)          Liens arising
        from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Borrower and its Subsidiaries in the ordinary course of business;

     

    (k)          any zoning,
        land-use or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

     

    (1)          the
        modification, replacement, renewal or extension of any Lien permitted by clause (b) of this Section 7.01; provided that (i) the Lien does not extend to any additional property or additional Indebtedness (except with respect
        to paid-in-kind obligations pursuant to the terms of such Indebtedness as in effect on the Closing Date) other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness
        permitted under Section.7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

     

    (m)          nonconsensual
        statutory Liens arising after the Closing Date;

     

    (n)          judgment
        Liens in existence for less than thirty (30) days after the entry thereof, or with respect to which execution has been stayed or the payment of which is covered in full by insurance maintained with responsible insurance companies, or which judgment
        Liens do not otherwise result in an Event of Default under Section 8.01(i);

     

    (o)          any interest
        or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, or subleased;

     

    (p)          other Liens
        not on borrowed money with respect to which the aggregate amount of the obligations secured thereby does not exceed $100,000 at any time outstanding; provided, that no such Liens shall be on Equity Interests of the Parent or any of its
        direct or indirect Subsidiaries;

     

    (q)          to the extent
        constituting a Lien and permitted under Section 7.05, any non-exclusive licenses of Intellectual Property granted to third parties and set forth on Schedule 5.17 and other non-exclusive licenses after the Closing Date, in each case to the extent
        not resulting in a legal transfer of title of the licensed Intellectual Property and in the ordinary course of business, subject to exclusivity on territory aside from the United

    

    

    
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  States or Europe;

  
     

    (r)          to the extent
        constituting Liens and permitted under Section 7.05, any leases, subleases, licenses, or sublicenses (other than licenses of Intellectual Property) granted to third parties that do not materially interfere with the Loan Parties’ ordinary course of
        business;

     

    (s)          Liens
        securing Indebtedness permitted under Section 7.03(1); provided that such Liens do not at any time extend to or cover any assets other than the equipment financed under such finance leases;

     

    (t)          Liens
        consisting of cash deposits not to exceed $400,000 securing Indebtedness permitted under Section 7.03(i); and

     

    (u)          Liens
        securing the Amryt Finance Contract from the period from the Closing Date up through one (1) Business Day following the Closing Date which Liens shall be terminated upon repayment of the obligations thereunder to occur no later than one (1)
        Business Day following the Closing Date.

  

  
     

    provided that no Permitted Lien shall consist of a Lien granted by a Loan Party or a Subsidiary of a Loan Party which has not also granted Liens to
      secure the Obligations.

  

  
     

    Section 7.02 Investments. Make any Investments, except:

  

  
     

    (a)          Investments
        by the Loan Parties or their Subsidiaries in cash and Cash Equivalents;

  

  
     

    (b)          loans and
        advances to officers, directors or employees in the ordinary course of the business of the Loan Parties and their Subsidiaries in an aggregate principal amount not to exceed $50,000 at any time outstanding;

     

    (c)          Investments
        existing as of the Closing Date and disclosed on Schedule 7.02(c) and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment
        permitted pursuant to this Section 7.02(c) is not increased from the amount of such Investment on the Closing Date;

     

    (d)          so long as
        immediately before and after giving effect to any such Investment, no Default has occurred and is continuing, other Investments that do not exceed $250,000 in the aggregate (net of any return or distribution of capital or repayments of principal in
        respect thereof);

     

    (e)          Investments
        received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and

     

    (f)          other
        Investments made (i) by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, (ii) by any Subsidiary of the Parent in any

  

  
     

    
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    Loan Party organized within the United States, Republic of Ireland or United Kingdom, (iii) by any Subsidiary of the Parent in any Loan
      Party organized within Germany in an aggregate amount not to exceed $5,000,000 for all such Investments and (iv) by any Loan Party in any other Subsidiary that is not a Loan Party in an aggregate amount not to exceed $5,000,000 for all such
      Investments.

  

  
     

    Section 7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication:

  

  
    

    

    (a)          Indebtedness
        of the Borrower and other Loan Parties under the Loan Documents;

     

    (b)          Indebtedness
        outstanding on the Closing Date and listed on Schedule 7.03(b):

     

    (c)          additional
        Capital Leases incurred after the Closing Date and purchase money Indebtedness in an aggregate amount not to exceed $750,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; provided
        that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured only by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such
        Indebtedness, as the case may be, and (ii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;

     

    (d)          other
        unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding;

     

    (e)          Indebtedness
        in respect of performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of
        a like nature (including those to secure health, safety and environmental obligations), and, in each case, letters of credit in respect thereof, incurred in the ordinary course of business;

     

    (f)          non-recourse
        Indebtedness incurred by the Loan Parties or any of their Subsidiaries to finance the payment of insurance premiums of such Person;

     

    (g)          Indebtedness
        owed to any Person providing worker’s compensation, unemployment insurance and other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance to the Loan Parties or any of their
        Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person;

  

  
     

    (h)          to the extent
        constituting Indebtedness, each of the Investments permitted pursuant to Section 7.02;

  

  
     

    
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    (i)          reimbursement
        obligations owed to banks and financial institutions with respect to credit card services in an aggregate amount at any one time not exceeding $400,000;

     

    (j)          Indebtedness
        consisting of accounts payable incurred in the ordinary course of business past due for more than 120 days after its stated due date (except for accounts payable contested in good faith) which do not in the aggregate exceed $750,000;

     

    (k)          Indebtedness
        of the Borrower and the Loan Parties under the Deed Poll Constituting Loan Notes issued in connection with the CVR Instrument made by the Parent in an aggregate principal amount not to exceed $85,000,000 at any time outstanding;

     

    (1)          finance
        leases with respect to AP101 and AP103 equipment in an amount not to exceed $5,000,000 in the aggregate at any time outstanding; provided that such Indebtedness shall be secured only by the equipment financed thereunder;

     

    (m)          unsecured
        Indebtedness of the Borrower and the Loan Parties under the Convertible Notes; and

     

    (n)          Indebtedness
        under the Amryt Finance Contract from the period from the Closing Date up through one (1) Business Day following the Closing Date which Indebtedness shall be paid in full no later than one (1) Business Day following the Closing Date;

  

  
     

    provided that no Loan Party or Subsidiary of any Loan Party shall be obligated with respect to any other Indebtedness unless it is also obligated with
      respect to the Obligations.

  

  
     

    Section 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, split or allow any change to
      the ownership of the Subsidiaries of the Parent or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person other than (i)
      with respect to any Subsidiary of Borrower or any Subsidiary of Amryt Pharmaceuticals DAC, (a) to a Loan Party organized in the same country as such Person or to a Loan Party organized within the United States, The Republic of Ireland or United
      Kingdom and solely to the extent that Agent and Lenders retain perfected Liens on all the assets of such Person to the same extent and with the same priority as existed prior to such transaction or (b) in the case of a Subsidiary that is not a Loan
      Party, to another Subsidiary of the Parent; and (ii) with respect to the Intermediate Parent, to the Parent and solely to the extent that Agent and Lenders retain perfected Liens on all the assets of the Intermediate Parent to the same extent and
      with the same priority as existed prior to such transaction.

     

    Section 7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

  

  
     

    (a)          Dispositions
        of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of

  

  
     

    
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    property no longer used or useful in the conduct of the business of the Parent and its Subsidiaries, in each case to the extent
      constituting immaterial property;

  

  
     

    (b)          Dispositions
        in the ordinary course of business of Cash Equivalents;

     

    (c)          sales of
        inventory in the ordinary course of business;

     

    (d)          Dispositions
        (other than of material Intellectual Property or of assets relating to metreleptin) for fair market value; provided that (i) the amount of Dispositions does not exceed $250,000 individually or $2,500,000 in the aggregate for all
        Dispositions during the term of this Agreement, (ii) immediately prior to and immediately after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) no less than
        one hundred percent (100%) of the consideration received for any such Disposition is received in cash;

     

    (e)          the leasing,
        as lessor, of real or personal property not presently used or useful in such Person’s business and is otherwise in the ordinary course of business;

     

    (f)          Dispositions
        of equipment or other assets, to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or assets or the proceeds of such Dispositions are reasonably promptly applied to the purchase price
        of similar replacement equipment, all in the ordinary course of business;

     

    (g)          Dispositions
        constituting an Intellectual Property that is not material to the conduct of the business of the Loan Parties and their Subsidiaries;

  

  
     

    (h)          Dispositions
        otherwise permitted by Sections 7.01, 7.02 or 7.03 and Dispositions from any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;

     

    (i)          Dispositions
        consisting of a Permitted AP License; and

     

    (j)          Dispositions
        consisting of licenses of AP 102 assets.

  

  
     

    provided that the proceeds of any Dispositions permitted hereunder shall be applied in accordance with the requirements of Section 2.02(b)(i)
      to the extent required under such section; provided further that, in the case of Dispositions under Section 7.05(i), the Borrower shall provide prior written notice to the Administrative Agent and the Lenders of any such Disposition
      and, so long as no Default or Event of Default has occurred and is continuing, the Borrower may (x) reinvest up to (i) 50% of the proceeds of any Permitted AP License generating proceeds in an amount less than $30,000,000 and (ii) 75% of the proceeds
      of any Permitted AP License generating proceeds in an amount equal to or greater than $30,000,000, in each case with such reinvestment occurring within 12 months of receipt of such proceeds or (y) commit to using such 50% or 75% (as applicable)
      portion of the proceeds in a clinical development program approved by the Parent’s board of directors.

  

  
     

    
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    Section 7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

  

  
     

    (a)          to the extent
        constituting a Restricted Payment, the payment of fees of non-insider directors not to exceed an annual amount of $500,000 and the reimbursement of reasonable expenses;

     

    (b)          the
        Subsidiaries of the Borrower may make direct or indirect Restricted Payments to the Borrower and other Subsidiaries of the Borrower that are Loan Parties and in the case of Subsidiaries that are not Loan Parties to other Subsidiaries that are not
        Loan Parties;

     

    (c)          (i)
        Restricted Payments to the Parent to be used for (A) customary director indemnification and compensation payments to the Parent’s director nominees serving on the board of directors of the Parent or serving on the board of directors of any of the
        Parent’s direct or indirect Subsidiaries and (B) payment of income Taxes to the extent such income Taxes are attributable to the income of its direct or indirect Subsidiaries, and (ii) so long as no Event of Default has occurred and is continuing,
        Restricted Payments to the Parent and to Amryt Pharmaceuticals DAC to be used for financial and other reporting and similar customary administrative posts and expenses attributable and fairly allocable to the Loan Parties (including audit and
        professional fees and other ordinary course operating and administrative expenses incurred by the Parent in its capacity as the ultimate holding company of the Loan Parties);

     

    (d)          the Parent
        may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person (other than Disqualified Equity Interests); and

     

    (e)          any
        transaction expressly permitted under Section 7.08(d) to the extent constituting a Restricted Payment.

  

  
     

    Section 7.07 Change in Nature of Business. Engage in any line of business other than those lines of business conducted by the Loan
      Parties and their Subsidiaries on the date hereof or any business reasonably related or ancillary thereto; provided, that Aegerion Securities Corporation shall not engage in any business activities, maintain any assets or incur any
      Indebtedness.

     

    Section 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Loan Parties, whether
      or not in the ordinary course of business, other than:

  

  
     

    (a)          any
        transactions expressly permitted under Section 7.02, Section 7.04 and Section 7.06; provided that all parties to such transactions are Loan Parties or their Wholly-owned Subsidiaries;

     

    (b)          so long as it
        has been approved by the Parent’s board of directors or other governing body to the extent required in accordance with applicable law, (i) customary indemnifications of non-officer directors of the Loan Parties and their respective

  

  
     

    
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    Subsidiaries and (ii) the payment of reasonable and customary compensation and indemnification arrangements and benefit plans for officers
      and employees of the Loan Parties and their respective Subsidiaries in the ordinary course of business, in each case to the extent approved by a majority of independent directors of the Parent’s board of directors;

  

  
     

    (c)          transactions
        (i) under the agreements existing on the Closing Date and listed on Schedule 7.08(c) and (ii) transactions contemplated to be consummated on or in connection with the Closing Date as described in the “Phoenix/Atlas Transaction Structure” memo dated
        as of September 24, 2019 disclosed to the Lenders prior to the Closing Date; and

     

    (d)          transactions
        consisting of intercompany services among the Parent and its wholly-owned Subsidiaries in the ordinary course of business on an arm’s length basis, charged on a cost plus a maximum of 10% basis.

  

  
     

    Section 7.09 Prepayments and Modifications of Certain Agreements. (a) Amend or modify any of the terms of any Indebtedness in an
      outstanding amount exceeding the Threshold Amount of any of the Loan Parties or their Subsidiaries if such amendment or modification would add or change any terms in a manner adverse to the Loan Parties or the Lenders, or shorten the final maturity
      or average life to maturity of any such Indebtedness or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

  

  
     

    (b)          Make or permit any distribution
        or payment (whether in cash or otherwise) of principal, interest or any other amounts on any Indebtedness (other than the Obligations), or seek or obtain approval by the Borrower’s board of directors to permit the foregoing, other than scheduled
        payments of principal and interest under such Indebtedness as in effect on the Closing Date or on the date incurred if incurred after the Closing Date.

     

    (c)          Amend or modify, or permit the
        amendment, modification or waiver of, any provision of any Material Contract to which any Loan Party or any Subsidiary thereof is a party or by which it or any of its property or assets is bound, in each case after the original execution and
        delivery thereof (or, if later, the date hereof) in any substantive manner that would be adverse to the Lenders’ interests hereunder, without the written consent of the Required Lenders.

     

    (d)          Amend or modify, or permit the
        amendment, modification or waiver of, any provision of (i) the Deed Poll Constituting Contingent Value Rights issued in connection with the reorganization of the Borrower and the Acquisition and (ii) the Deed Poll Constituting Loan Notes issued in
        connection with the CVR Instrument made by the Parent, in each case after the original execution and delivery thereof (or, if later, the date hereof) in any manner, without the written consent of the Required Lenders.

  

  
     

    Section 7.10 Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist,
      (x) any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) agreements in

  

  
     

    
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    favor of the Administrative Agent or (b) prohibitions or conditions under (i) any Capital Lease permitted by Section 7.03(c) solely to the extent that
      such Capital Lease prohibits a Lien on the property subject thereto, or (ii) by reason of customary provisions restricting pledges, assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the
      ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iii) any Indebtedness outstanding on the Closing Date
      (including, for the avoidance of doubt, the Convertible Notes) or (y) any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or
      prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make Investments in, the Borrower or any of its Subsidiaries of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or
      investments, a financial covenant or otherwise), except (a) the Loan Documents and (b) any Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Convertible Notes).

  

  
     

    Section 7.11 Amendments to Organization Documents. Amend, or permit any of its Subsidiaries to amend, its certificate of
      incorporation, constitution, association or bylaws or other Organization Documents in a manner adverse to the interests of the Lenders hereunder, without the prior written consent of the Required Lenders.

     

    Section 7.12 Use of Proceeds. (a) Use, directly or indirectly, the proceeds of the Loans, or lend, contribute or otherwise make
      available such proceeds to any subsidiary, joint venture partner or other Person, (x) to fund, finance, or facilitate any activities, business, or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (y) in any other manner
      that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

     

    (b)          Use any part of the proceeds of
        the Loans directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Law.

     

    Section 7.13 Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by IFRS, or
      (b) Fiscal Year.

     

    Section 7.14 OFAC. (a) Become a Sanctioned Person, (b) become organized, resident or located in a Sanctioned Country, or (c) engage
      in any transactions or dealings with a Sanctioned Person or in a Sanctioned Country in violation of Sanctions.

     

    Section 7.15 Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, organize, create,
      acquire or permit to exist after the Closing Date any Subsidiaries of the Parent other than (a) those existing on the Closing Date and set forth on Schedule 5.14 and (b) Subsidiaries formed after the Closing Date subject to compliance with
      Section 6.17.

     

    Section 7.16 Compliance With Certain Laws.

     

    (a)          (i) Violate any Anti-Terrorism
        Laws, (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the

    

    

    
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  proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s
    Financial Action Task Force on Money Laundering or (iii) permit any of their respective Affiliates to violate these laws or engage in these actions.

  
     

    (b)          (i) Deal in, or otherwise engage
        in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to
        violate, any of the prohibitions set forth in any Anti-Terrorism Law.

     

    (c)          Become an “investment company”
        or a company controlled by an “investment company” under the Investment Company Act of 1940, as amended.

  

  
     

    Section 7.17 Minimum Liquidity. Permit the Liquidity Amount to be less than $10,000,000 at any time.

     

    Section 7.18 Immaterial Subsidiaries. Any Immaterial Subsidiary existing on or after the Closing Date shall no longer constitute an
      Immaterial Subsidiary (and shall otherwise be subject to the requirements of Section 6.17) to the extent (a) in the case of any Immaterial Subsidiary formed or acquired after the Closing Date, such Immaterial Subsidiary shall at any time have (i)
      assets with a fair market value in excess of $250,000 or (ii) annual revenues (excluding intercompany revenues) in excess of $250,000 (excluding intercompany accounts) or (b) such Immaterial Subsidiary, together with all other Immaterial
      Subsidiaries, shall at any time have (i) assets with a fair market value in excess of $3,000,000 (excluding intercompany accounts) or (ii) annual revenues (excluding intercompany revenues) in excess of $3,000,000.

  

  
     

    ARTICLE VIII

     

    EVENTS OF DEFAULT AND REMEDIES

  

  
     

    Section 8.01 Events of Default. Any of the following events referred to in this Section 8.01 shall constitute an “Event
        of Default”:

  

  
     

    (a)          Non-Payment.
        Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within three (3) Business Days after the same becomes due in cash, any interest on any Loan or any other amount payable hereunder or
        with respect to any other Loan Document; or

     

    (b)          Specific
          Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01(a), Section 6.01(d). Section 6.01(f), Section 6.03(a), Section 6.05, Section 6.07,
        Section 6.10(b), Section 6.12, Section 6.20 or Article VII; or

     

    (c)          Other
          Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure
        continues for fifteen (15) days after receipt by the Borrower of written notice thereof by the Administrative Agent or the Required Lender; or

  

  
     

    
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    (d)          Representations






          and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or
        therewith shall be incorrect or misleading in any material respect when made or deemed made; or

     

    (e)          Cross-Default.
        Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
        (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the
        effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
        such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or

     

    (f)          Insolvency
          Proceedings, Etc. Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes a general assignment for the benefit of creditors; or applies for or consents to the
        appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, Irish law examiner, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of
        its property; or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, Irish law examiner, rehabilitator, administrator, administrative receiver or similar officer is appointed, without the application
        or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
        without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; provided, that a dissolution of any Subsidiary of Borrower or any Subsidiary of
        Amryt Pharmaceuticals DAC permitted under Section 7.04 shall not constitute an Event of Default under this clause (f); or

     

    (g)          UK
          Insolvency Event. Any UK Insolvency Event occurs with respect to any UK Loan Party; or

  

  
     

    (h)          Inability
          to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
        in respect of a claim in excess of the Threshold Amount is issued or levied against all or any material part of the property of the Loan Parties and their Subsidiaries, taken as a whole, and is not released, vacated, stayed or fully bonded within
        sixty (60) days after its issue or levy; or

     

    
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    (i)          Judgments.
        There is entered against any Loan Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the
        insurer has been notified of such judgment or order and does not deny or fail to confirm coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60)
        consecutive days; provided, that with respect to the Brazilian litigation matter disclosed to the Lenders prior to the Closing Date, the first $[***] of any
        such judgement arising from such matter shall not count towards the Threshold Amount calculation; or

     

    (j)          ERISA.
        (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which would reasonably be
        expected to exceed the Threshold Amount, (ii) any Loan Party, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section






          4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, or (iii) any Loan Party, any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a
        Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties, the
        Subsidiaries and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer
        Plans immediately preceding the plan year in which such reorganization or termination occurs by an aggregate amount which would reasonably be expected to exceed the Threshold Amount; or

     

    (k)          Invalidity
          of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations,
        ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan
        Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), purports to revoke or rescind any Loan Document or asserts that any Collateral Document is invalid or unenforceable; or

     

    (1)          Change of
          Control; Structure. There occurs any Change of Control; or

     

    (m)          Liens.
        Any Collateral Document shall for any reason cease to create a valid and perfected Lien (having the priorities specified therein) on and security interest in the Collateral; or

     

    (n)          Dissolution






          or Liquidation. Any Loan Party voluntarily or involuntarily dissolves or is dissolved, liquidates or is liquidated or files a motion with a bankruptcy

  

  
     

    
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    court seeking authorization to dissolve or liquidate other than as provided in Section 7.04; or

  

  
     

    (o)          Failure to
          Conduct Business. If any Loan Party is enjoined, restrained or in any way prevented by court order from continuing to conduct all or any material part of its business affairs or any Loan Party or any of their respective Subsidiaries’
        cessation of all or any material part of its business operations (other than in connection with a sale of assets permitted by the Loan Documents or otherwise consented to by the Required Lenders); or

     

    (p)          Independent






          Directors. With respect to the board of directors of the Parent, the independent directors no longer constitute the number of independent directors required by the SEC, AIM or other applicable market.

  

  
     

    Section 8.02 Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent shall
      (subject to Article 9 of this Agreement), at the request of the Required Lenders, take any or all of the following actions:

  

  
     

    (i)          declare the
        commitment of each Lender to make Loans to be terminated, whereupon such commitments shall be terminated;

     

    (ii)          declare the
        unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or
        other notice of any kind, all of which are hereby expressly waived by the Borrower;

     

    (iii)          set-off
        against any outstanding Obligations amounts held for the account of the Loan Parties as cash collateral or in the accounts of any Loan Party maintained by or with the Administrative Agent, any Lender or their respective Affiliates; and

     

    (iv)          take any
        action or exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided, that notwithstanding the foregoing, upon the occurrence of an Event of
        Default under Section 8.01(f), all Commitments shall be automatically terminated and all Obligations shall automatically become due and payable.

  

  
     

    (b)          If an Event of Default has
        occurred and is continuing: (i) the Administrative Agent shall have for the benefit the Secured Parties, in addition to all other rights of the Administrative Agent and the Lenders, the rights and remedies of a secured party under the Uniform
        Commercial Code; (ii) the Administrative Agent may, at any time, take possession of the Collateral and keep it on any Loan Party’s premises, at no cost (including any charge pursuant to Section 506(c) of the Bankruptcy Code) to the Administrative
        Agent or any Lender, or remove any part of it to such other place or places as the Administrative Agent may desire, or the Borrower shall, upon the Administrative Agent’s demand, at the Borrower’s cost, assemble the Collateral and make it available
        to the Administrative Agent at a place or places reasonably convenient to the Administrative Agent; and (iii) the Administrative Agent may sell and deliver

  

  
     

    
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    any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable
      at the direction of the Required Lenders, and may, if the Administrative Agent at the direction of the Required Lenders deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such
      postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Loan Parties agree that any notice by the Administrative Agent of sale, disposition or other intended action
      hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to the Loan Parties if such notice is mailed by registered or certified mail, return receipt requested, postage
      prepaid, or is delivered personally against receipt to the Borrower, at least ten (10) Business Days prior to such action to the Borrower’s address specified herein. If any Collateral is sold on terms other than payment in full at the time of sale,
      no credit shall be given against the Obligations until the Administrative Agent or the Lenders receive payment, and if the buyer defaults in payment, the Administrative Agent may resell the Collateral without further notice to the Loan Parties. In
      the event the Administrative Agent seeks to take possession of all or any portion of the Collateral by judicial process, the Loan Parties irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise
      be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Administrative Agent retain possession and not dispose of any Collateral until after trial or final
      judgment. The Loan Parties agree that the Administrative Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Administrative Agent is hereby granted a license or other right to use,
      without charge, but subject to the terms of the of licenses to the Loan Parties with respect to Intellectual Property licensed to the Loan Parties, the Loan Parties’ Intellectual Property and advertising matter, or any similar property, in completing
      production of, advertising or selling any Collateral, provided, that such licenses to be granted hereunder with respect to trademarks and service marks shall be subject to the maintenance of quality standards with respect to the goods and services on
      which such trademarks and service marks are used sufficient to preserve the validity and enforceability of such trademark and service marks and the applicable Loan Party’s rights under all licenses and all franchise agreements shall inure to the
      Administrative Agent’s benefit for such purpose. The proceeds of sale shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations in accordance with Section 8.03.

  

  
     

    Section 8.03 Application of Funds. If the circumstances described in Section 2.08(f) have occurred, or after the exercise
      of remedies provided for in Section 8.02 any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

  

  
     

    First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
      (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

     

    Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other
      than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under

  

  
     

    
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    Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

  

  
     

    Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees in respect
      of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

     

    Fourth, to payment of that portion of the Obligations constituting unpaid principal or face amounts of the Loans,
      ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

     

    Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative
      Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

     

    Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, for the account of
      and paid to the Loan Parties or whoever may be lawfully entitled thereto.

     

    The Loan Parties shall remain liable for any deficiency.

  

  
     

    ARTICLE IX

     

    ADMINISTRATIVE AGENT AND OTHER AGENTS

  

  
     

    Section 9.01 Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and authorizes the
      Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any
      other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or
      responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties,
      obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the
      other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of
      market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

     

    Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or
      approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the

    

    

    
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  Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of
    the Lenders as shall be expressly provided for herein or in the other Loan Documents) which may be delivered by electronic transmission (including e-mail by such Lenders or counsel to the Required Lenders (which on the date hereof is Latham &
    Watkins LLP); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or
    applicable Law and shall, in the Administrative Agent’s sole discretion, be accompanied by indemnity or security satisfactory to the Administrative Agent and subject to the indemnification set forth in Section 9.07. The Administrative Agent shall not,
    except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates
    that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity.

  
     

    The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
      representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
      observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or
      any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set
      forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

     

    (b)          The Administrative Agent shall
        also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge
        or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the
        Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
        Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the
        Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents)
        as if set forth in full herein with respect thereto.

     

    Section 9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan
      Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through

    

    

    
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  Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent, and
    shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or
    sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

  
     

    Section 9.03 Liability of the Administrative Agent. No Agent-Related Person shall (a) be liable to any Lender for any action taken
      or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final nonappealable
      judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party
      or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or
      any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under
      the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain
      or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The
      Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been
      advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or
      caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes
      in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use
      reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     

    Section 9.04 Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully
      protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or
      conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants
      and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such

    

    

    
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  advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its
    satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from
    acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or
    failure to act pursuant thereto shall be binding upon all the Lenders.

  
     

    (b)          For purposes of determining
        compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be
        consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

     

    Section 9,05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
      Default, except with respect to defaults in the payment of principal, in interest and fees required to be paid to the Administrative Agent for the  account of the Lenders, unless the Administrative Agent shall
      have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. The Administrative Agent will promptly notify the Lenders of its receipt of any
      such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has
      received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

     

    Section 9.06 Credit Decision; Disclosure of Information by the Administrative Agent. Each Lender acknowledges that no Agent-Related
      Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be
      deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the
      Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
      operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own
      decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents
      and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems
      necessary to inform itself as to the business, prospects,

    

    

    
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  operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for
    notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information
    concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

  
     

    Section 9.07 Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the
      Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from
      and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent resulting from such
      Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required
      Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation,
      litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each
      Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document
      contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing
      reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative
      Agent.

     

    Section 9.08 The Administrative Agent in its Individual Capacity. The Administrative Agent and its Affiliates may make loans to,
      issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective
      Affiliates as though the Administrative Agent were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may
      receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall
      not be under any obligation to provide such information to them. With respect to its Loans, the Administrative Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and

    

    

    
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  powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include Cantor Fitzgerald Securities in
    its individual capacity.

  
     

    Section 9.09 Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the
      Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the
      Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Lenders, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor
      agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the
      retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and
      Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the
      Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall
      perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately
      preceding sentence shall assume the rights and obligations of the Administrative Agent (including the indemnification provisions set forth in Section 9.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any
      appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or
      notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the successor Administrative Agent shall
      thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan
      Documents.

     

    Section 9.10 Administrative Agent May File Proofs of Claim. The Administrative Agent (irrespective of whether the principal of any
      Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding
      or otherwise:

  

  
     

    (a)          to file and
        prove an administrative claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
        to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and

  

  
     

    
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    counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.05 and Section 10.04 or
      otherwise hereunder) allowed in an applicable proceeding; and

  

  
     

    (b)          to collect
        and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

     

    (c)          any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the
        Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
        agents and counsel, and any other amounts due to the Administrative Agent under Section 2.05 and Section 10.04 or otherwise hereunder.

  

  
     

    Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of
      any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

     

    Section 9.11 Release of Collateral and Guarantee. The Lenders irrevocably agree and authorize the Administrative Agent:

  

  
     

    (a)          to release
        any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (A) contingent indemnification obligations
        not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature) (the date upon which the conditions in this Section 9.1 l(a)(i) shall have been satisfied, the “Termination Date”), (ii)
        upon any permitted sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such
        Collateral) in accordance with the terms of the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien
        is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to clause (b) below; and

     

    (b)          in the case
        of any Subsidiary, such Person ceasing to be subject to Section 6.11 as a result of a transaction permitted hereunder (as certified by a Responsible Officer) and the Borrower notifying the Administrative Agent in writing that it wishes such
        Guarantor to be released from its obligations under the Guarantee and Collateral Agreement.

  

  
     

    
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    The Administrative Agent will, at the Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may
      reasonably request to evidence the release of Collateral pursuant to this Section 9.11 from the assignment and security interest granted under the Collateral Documents (or the release of the Guarantor from its Guarantee Obligations in respect
      of the Obligations) in accordance with the terms of the Loan Documents (provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that such transaction has been consummated in
      compliance with the Loan Documents and the execution and delivery of such documents are authorized and permitted under the Loan Documents, and the Administrative Agent may conclusively rely on such certification without further inquiry). Upon request
      by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property in accordance with this Section 9.11.

     

    Section 9.12 Other Agents; Arrangers and Managers. None of the Lenders shall have any right, power, obligation, liability,
      responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders shall have or be deemed to have any fiduciary relationship with any other Lender. Each Lender
      acknowledges that it has not relied, and will not rely, on any of the other lenders in deciding to enter into this Agreement or in taking or not taking action hereunder.

     

    Section 9,13 Appointment of Supplemental Administrative Agent. (a) It is the purpose of this Agreement and the other Loan Documents
      that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under
      this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems in its reasonable discretion that by reason of any present or future Law of any
      jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby
      authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent
      (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

     

    (b)          In the event that the
        Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or
        vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative
        Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or
        performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Section 10.04
        and

    

    

    
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  Section 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and
    all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

  
     

    (c)          Should any instrument in writing
        from any Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or
        shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of
        acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new
        Supplemental Administrative Agent.

  

  
     

    ARTICLE X

     

    MISCELLANEOUS

  

  
     

    Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any Loan Document, nor consent to any
      departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, the Borrower and the Loan Parties party to such Loan Document, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which given; provided, however, that:

  

  
     

    (a)          no amendment,
        waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:

  

  
     

    (i)          change the
        number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to
        the definition of “Required Lenders”),

  

  
    

    

    (ii)          release





        one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Administrative Agent and the Lenders under the Guarantee and Collateral Agreement), if such release or limitation is in respect of
        all or substantially all of the value represented by the Guarantee and Collateral Agreement to the Lenders,

  

  
     

    (iii)          release, or
        subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than as expressly permitted herein),

     

    (iv)          amend any
        provision of this Section 10.01;

  

  
     

    (b)          no amendment,
        waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:

    

    

    

    

  
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  (i)        increase the Commitments of a Lender without the consent of such Lender;

   

  (ii)      reduce the principal of, or stated rate of interest on, the Loans owed to a Lender or any fees or other amounts stated to be
    payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided
    if the Required Lenders agree to waive, or forbear from exercising remedies with respect to, any Event of Default and such waiver or forbearance is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial
    definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the
    stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate in connection with such Event of Default or reduce the
    stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable; or

   

  (iii)     postpone any date scheduled for any payment of principal of, or interest on, the Loans pursuant to Section 2.03 or Section 2.04,
    any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender; or

   

  (iv)      modify Section 8.03 in any manner that adversely affects the Lenders without the consent of each Lender directly and adversely affected thereby; or

   

  (v)       modify Section 2.09 without the consent of each Lender directly and adversely affected thereby;

   

  provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
    required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents.

   

  Section 10.02 Notices and Other Communications; Facsimile and Electronic Copies. (a) General.
    Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (and, as to service of process, only in writing and in accordance with applicable law) and, to
    the extent set forth in Section 10.02(e), in an electronic medium and delivered as set forth in Section 10.02(e). All such written notices shall be mailed, faxed or delivered to the applicable
    address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

   

  (i)        if to any Loan Party:

   

  c/o Amryt Pharma plc

   

  
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  90 Harcourt Street

  Dublin 2, Ireland

  Attention:   Rory Nealon

                     John McEvoy

  Telephone: [***]

  Email: [***]

              [***]

  With a copy (which shall not constitute notice) to:

   

  Gibson, Dunn & Crutcher LLP

  

  200 Park Avenue

  New York, NY 10166

  Attention:   William Sorabella, Esq.

                     J. Eric Wise, Esq

   

  (ii)      if to the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for
    such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties from time to time; and

   

  (iii)      if to any other Lender, to the address, facsimile number or electronic mail address specified in its Administrative
    Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written notice to the Borrower and the Administrative Agent.

   

  All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant
    party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
    when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(b)), when delivered; provided that notices and other communications to
    the Borrower and the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person during the Person’s normal business hours. In no event shall a voice mail message be effective as a notice,
    communication or confirmation hereunder.

   

  (b)       Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other
    electronic transmission (including a .pdf or .tif copy); provided that original copies are delivered promptly thereafter (it being understood that the failure to request or deliver the same shall not limit the effectiveness of any document or
    signature delivered by facsimile or electronic transmission).

   

  
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  (c)       Reliance by the Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon
    any notices (including telephonic Committed Loan Notices) in good faith given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of
    notice specified herein, or (ii) the terms thereof, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person
    on each notice given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct by such Agent-Related Person or such Lender as determined by a final nonappealable judgment.

   

  (d)       Notice to other Loan Parties. The Borrower agrees that notices to be given to any other Loan Party under this Agreement or any
    other Loan Document may be given to the Borrower in accordance with the provisions of this Section 10.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.

   

  (e)       The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is
    obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any
    such communication that (i) relates to a request for a new Loan, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under
    this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loan hereunder (all such non-excluded communications being referred to herein collectively as “Communications”),







    by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to an electronic mail address specified by the Administrative Agent to the Borrower. In addition, the Borrower agrees to continue to
    provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower further agrees that the Administrative Agent may make the Communications
    available to the Lenders by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”).

   

  (f)       THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
    THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR
    ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO

   

  
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  THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
    CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS
    FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

   

  (g)       The Administrative Agent agrees that the receipt in accordance with Section 10.02 of the Communications by the Administrative
    Agent at its e-mail address set forth on Schedule 10.02 shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next
    sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in
    writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. Nothing herein
    shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

   

  (h)       Each Loan Party hereby acknowledges that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
    material non-public information with respect to any Loan Party or its securities) (each, a “Public Lender”). Each Loan Party hereby agrees that (i) Communications that are to be made available on the Platform to Public Lenders who notify the
    Borrower and the Administrative Agent of such Lender’s status as a Public Lender shall be clearly and conspicuously marked by such Loan Party as “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
    thereof, (ii) by marking Communications “PUBLIC,” each Loan Party shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Communications as either publicly available information or not material information (although it
    may contain sensitive business information and remains subject to the confidentiality undertakings of Section 10.08) with respect to such Loan Party or its securities for purposes of United States Federal and state securities laws, (iii) all
    Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information,” and (iv) the Administrative Agent shall be entitled to treat any Communications that are not marked “PUBLIC” as
    being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

   

  (i)        EACH LENDER ACKNOWLEDGES THAT UNITED STATES FEDERAL AND STATE SECURITIES LAWS PROHIBIT ANY PERSON WITH MATERIAL, NON-PUBLIC INFORMATION
    ABOUT AN ISSUER FROM PURCHASING OR SELLING SECURITIES OF SUCH ISSUER OR, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER

   

  
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  PERSON. EACH LENDER AGREES TO COMPLY WITH APPLICABLE LAW AND ITS RESPECTIVE CONTRACTUAL OBLIGATIONS WITH RESPECT TO CONFIDENTIAL AND MATERIAL NON-PUBLIC
    INFORMATION. Each Lender that is not a Public Lender confirms to the Administrative Agent that such Lender has adopted and will maintain internal policies and procedures reasonably designed to permit such Lender to take delivery of Restricting
    Information (as defined below) and maintain its compliance with applicable law and its respective contractual obligations with respect to confidential and material non-public information. A Public Lender may elect not to receive Communications and
    Information that contains material non-public information with respect to the Loan Parties or their securities (such Communications and Information, collectively, “Restricting Information”), in which case it will identify itself to the
    Administrative Agent as a Public Lender. Such Public Lender shall not take delivery of Restricting Information and shall not participate in conversations or other interactions with the Agent Parties, any Lender or any Loan Party in which Restricting
    Information may be discussed. No Agent Party, however, shall by making any Communications and Information (including Restricting Information) available to a Lender (including any Public Lender), by participating in any conversations or other
    interactions with a Lender (including any Public Lender) or otherwise, be responsible or liable in any way for any decision a Lender (including any Public Lender) may make to limit or to not limit its access to the Communications and Information. In
    particular, no Agent Party shall have, and the Administrative Agent, on behalf of all Agent Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender (including any Public Lender) has elected to receive Restricting
    Information, such Lender’s policies or procedures regarding the safeguarding of material nonpublic information or such Lender’s compliance with applicable laws related thereto. Each Public Lender acknowledges that circumstances may arise that require
    it to refer to Communications and Information that might contain Restricting Information. Accordingly, each Public Lender agrees that it will nominate at least one designee to receive Communications and Information (including Restricting Information)
    on its behalf and identify such designee (including such designee’s contact information) on such Public Lender’s Administrative Questionnaire. Each Public Lender agrees to notify the Administrative Agent in writing from time to time of such Public
    Lender’s designee’s address to which notice of the availability of Restricting Information may be sent. Each Public Lender confirms to the Administrative Agent and the Lenders that are not Public Lenders that such Public Lender Understands and agrees
    that the Administrative Agent and such other Lenders may have access to Restricting Information that is not available to such Public Lender and that such Public Lender has elected to make its decision to enter into this Agreement and to take or not
    take action under or based upon this Agreement, any other Loan Document or related agreement knowing that, so long as such Person remains a Public Lender, it does not and will not be provided access to such Restricting Information. Nothing in this Section







      10.02(i) shall modify or limit a Lender’s (including any Public Lender) obligations under Section 10.08 with regard to Communications and Information and the maintenance of the confidentiality of or other treatment of Communications or
    Information.

   

  Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such
    Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
    further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and

   

  
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  provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

   

  Section 10.04 Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent and Lenders for all reasonable and
    documented out-of-pocket costs and expenses incurred after the Closing Date (but not before) in connection with the administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the
    provisions hereof and thereof requested by the Borrower or negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated thereby are consummated), including all Attorney Costs, (b) to pay or reimburse the
    Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs
    and other costs and expenses incurred in connection with any workout or restructuring in respect of the Loans and all such costs and expenses incurred during any legal proceeding and (c) without limiting the generality of the foregoing, to pay all
    reasonable and documented out-of-pocket fees and expenses of any financial advisory, appraisers or accounting firm retained by or for the benefit of the Administrative Agent or Lenders or by Latham & Watkins LLP, as counsel to the Lenders. The
    foregoing costs and expenses shall include all reasonable search., filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent. The agreements
    in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of
    an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such
    Loan Party by the Administrative Agent in its sole discretion.

   

  Section 10.05 Indemnification by the Borrower. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall
    indemnify and hold harmless the Administrative Agent, each Agent-Related Person (including, without limitation, Shipman & Goodwin LLP), each Lender, any financial advisors and/or consultants retained by the Administrative Agent or any Lender and
    their respective Affiliates, directors, officers, employees, counsel, agents, trustees, management companies (including employees of such management companies), advisors and attorneys-in-fact (including without limitation, Latham & Watkins LLP)
    (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including one counsel to the Administrative
    Agent and a separate counsel to the Lenders, taken as a whole) (and, in the event of any actual conflict of interest, additional counsel to the affected parties) of any kind or nature whatsoever which may at any time be imposed on, incurred by or
    asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in
    connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of
    Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or

   

  
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  any other Loan Party, or any Environmental Liability related to the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim,
    litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or
    proceeding) (any of the foregoing described in this clause (iv), a “Proceeding”) (all the foregoing described in clauses (i) to (iv), collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in
    whole or in part, out of the negligence of the Indemnitee and whether brought by an Indemnitee, a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless
    of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereby are consummated; provided that such indemnity shall not, as to any Indemnitees, be available to the extent that such liabilities,
    obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel,
    agent or attorney-in-fact of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials
    obtained through the Platform, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document. All amounts due in respect of costs,
    expenses and disbursements under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, that each Indemnitee receiving any such reimbursement shall repay such amounts to the relevant Loan Party
    in the event that such Indemnitee shall not be entitled thereto pursuant to the provisions hereof. The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent, the replacement of any Lender, the
    termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.5(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
    arising from any non-Tax claim. For the avoidance of doubt, in no event shall the Borrower or any Loan Party pay the Lenders or the Administrative Agent for any out of pocket costs or expenses incurred prior to the Closing Date.

   

  (b)       The Borrower shall not be liable for any settlement of any Proceedings effected without its consent (which consent shall not be
    unreasonably withheld or delayed), but if settled with the Borrower’s consent or if there is a final judgment for the plaintiff in such Proceedings, the Borrower shall indemnify and hold harmless each Indemnitee from and against any Indemnified
    Liabilities in accordance with the foregoing clause (a). The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement or consent to the entry of any
    judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee in form and substance satisfactory to
    such Indemnitee from all liability on claims that are the subject matter of such Proceedings, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee and (iii) contains
    customary confidentiality and non-disparagement provisions.

   

  (c)       In the event that an Indemnitee is requested or required to appear as a witness in any action brought by or on behalf of or against the
    Borrower or any of its

   

  
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  Subsidiaries or Affiliates in which such Indemnitee is not named as a defendant, the Borrower shall reimburse such Indemnitee for all reasonable and documented
    expenses incurred by it in connection with such Indemnitee’s appearing and preparing to appear as such a witness, including without limitation, the reasonable and documented fees and expenses of its legal counsel.

   

  Section 10.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or
    any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
    (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding, then (a) to the extent of such recovery, the
    obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the
    Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal
    Funds Rate.

   

  Section 10.07 Successors and Assigns.

   

  (a)          Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the
    parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
    Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.07(b), (ii) by way of participation in
    accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(e) or (iv) to an SPC in accordance with the provisions of Section 10.07(f)
    (and any other attempted assignment or transfer by any party hereto shall be null and void). 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 10.07(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or
    claim under or by reason of this Agreement.

   

  (b)          Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its Commitment and/or
    the Loans at the time owing to it (and its rights and obligations under this Agreement relating thereto); provided that any such assignment shall be subject to the following conditions:

   

  (i)           Minimum Amounts.

   

  (A)       in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
    owing to it or contemporaneous assignments to related Approved Funds (determined after

   

  
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  giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case
    of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

   

  (B)      in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
    this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
    and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless the Borrower consents (such
    consent not to be unreasonably withheld or delayed and shall not be required if an Event of Default exists).

   

  (ii)       Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
    assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

   

  (iii)      Required Consents. Any such assignment shall require the prior written consent of the Borrower, which consent shall
    not be unreasonably withheld, conditioned, delayed or burdened (provided, that it shall be deemed to be reasonable for the Borrower not to consent to any assignment to any Disqualified Person); provided, however, that (A) no
    consent of the Borrower shall be required for an assignment to a Lender, to an Affiliate of a Lender, to an Approved Fund or, if an Event of Default has occurred and is continuing, to any other assignee other than to any Disqualified Person, and (B)
    the Borrower shall be deemed to have consented to any such assignment unless it objects thereto by written notice delivered to the Administrative Agent within ten (10) Business Days after having received notice thereof; and

   

  (iv)       Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
    Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The
    assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and the tax documentation required pursuant to Section 3.01.

   

  (v)        No Assignment to Certain Persons. No such assignment shall be made to the Borrower or any of the Borrower’s
    Affiliates or Subsidiaries or any Disqualified Person.

   

  
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  (vi)      No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company,
    investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

   

  Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), 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 a Lender under this Agreement, and the assigning
    Lender thereunder 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 the assigning Lender’s rights and
    obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.02, 10.04 and 10.05 with respect to facts and circumstances occurring
    prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

   

  (c)       Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the
    Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing
    to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name
    is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
    reasonable prior notice.

   

  (d)       Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell
    participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or
    any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Loans at the time owing to it (and its rights and obligations under this Agreement relating thereto); 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) the Borrower, the Administrative Agent and Lenders shall continue
    to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any
    payments made by such Lender to its Participant(s).

   

  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 the other Loan Documents and to approve any amendment, modification or waiver of any

   

  
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  provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the
    consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be
    entitled to the benefits of Sections 3.01 and 3.02 (subject to the requirements and limitations therein, including the requirements under Section 3.01(g) (it being understood that the documentation required under Section
      3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant shall not be entitled
    to receive any greater payment under Sections 3.01 or 3.02, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results
    from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate
    the provisions of Section 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that
    such Participant agrees to be subject to Section 2.09 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 commitments, loans, letters of credit or its other obligations
    under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f. 103-1(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, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

   

  (e)       Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
    Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank having jurisdiction over such Lender; provided that no such
    pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

   

  (f)        SPCs. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
    purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be
    obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such
    Loan, the Granting

   

  
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  Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by
    any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.02), (ii) no SPC shall be liable for any
    indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment,
    waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made
    by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with
    respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation or credit
    or liquidity enhancement to such SPC.

   

  (g)       Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security
    interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for
    holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section
      10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such
    trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

   

  Section 10.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information
    and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and
    other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental
    Authority or examiner regulating any Lender or the Administrative Agent; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) to any pledgee referred to
    in Section 10.07(e) or Section 10.07(g), Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood that the Persons to
    whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly
    available other than as a result of a breach of this Section 10.08 by the disclosing party; (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the
    confidentiality of any Information relating to the Loan Parties received by it from

   

  
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  such Lender); or (i) 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. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data
    collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the
    Loans. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to the
    Borrower or any of their Subsidiaries or their business, other than any such information that is publicly available to the Administrative Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section
      10.08, including, without limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

   

  Section 10.09 Setoff.   In addition to any rights and remedies of the Administrative Agent and the Lenders provided by Law, upon the
    occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and the Administrative Agent and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party,
    any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand,
    provisional or final) at any time held by, and. other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan
    Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not
    the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable
    deposit or Indebtedness. Each Lender and the Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or the Administrative Agent, as the case may be; provided
    that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other
    rights of setoff) that the Administrative Agent and such Lender may have.

   

  Section 10.10 Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall
    be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or other electronic transmission (including a .pdf or .tif copy) of an executed counterpart of a signature page to this
    Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document; provided that original signatures shall be promptly delivered thereafter, it being
    understood that that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

   

  
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  Section 10.11 Integration. The Loan Documents comprise the complete and integrated agreement of the parties on the subject matter hereof
    and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement
    shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict or inconsistency with this Agreement. Each Loan Document
    was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

   

  Section 10.12 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document
    or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent
    and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Loan,
    and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

   

  Section 10.13 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or
    unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not
    invalidate or render unenforceable such provision in any other jurisdiction.

   

  Section 10.14 GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
    LAW OF THE STATE OF NEW YORK (EXCEPT, WITH RESPECT TO ANY OTHER LOAN DOCUMENT, AS OTHERWISE EXPRESSLY PROVIDED THEREIN); PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

   

  (b)       ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
    THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY
    OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
    JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
    THE

   

  
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  BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

   

  Section 10.15 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
    CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR
    THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
    WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

   

  Section 10.16 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the
    Administrative Agent, and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and
    their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Required Lenders.

   

  Section 10.17 Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for
    any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any
    actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.17
    are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

   

  Section 10.18 USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is
    required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA
    PATRIOT Act. The Borrower agrees to provide, and to cause each other Loan Party to provide, such information promptly upon request.

   

  Section 10.19 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
    in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates,

   

  
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  that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended
    to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising any of the Borrower and its Subsidiaries on
    other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Loan Parties, on the one hand, and the Administrative Agent and the
    Lenders, on the other hand, (C) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and
    conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and each of the Lenders is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by
    the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent or any Lender has any obligation to the
    Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Lenders and their respective
    Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent or any Lender has any obligation to disclose any of such interests and
    transactions to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged
    breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

   

  Section 10.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
    Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability
    is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

   

  (a)          the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder
    which may be payable to it by any Lender that is an EEA Financial Institution; and

   

  (b)          the effects of any Bail-In Action on any such liability, including, if applicable:

   

  (i)        a reduction in full or in part or cancellation of any such liability;

  

  
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    (ii)       a conversion of
      all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
      instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

  

   

  (iii)      the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any
    EEA Resolution Authority.

   

  [Remainder of Page Intentionally Blank]

   

  
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  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

   

  	 	AEGERION PHARMACEUTICALS, INC., as Borrower
	 	 	 
	 	By:	/s/ Joe Wiley
	 	 	Name: Joe Wiley
	 	 	Title: Director and President


   

  [Signature Page to Credit Agreement]

   

  
    
      
 

  

  	 	
          AMRYT PHARMA HOLDINGS PLC, to be renamed on or around the date hereof as AMRYT PHARMA PLC (company number: 12107859), 

          as Parent

        
	 	 	 
	 	By:	/s/ Joe Wiley
	 	 	Name: Joe Wiley
	 	 	Title: Director


   

  [Signature Page to Credit Agreement]

   

  
    
      
 

  

  	 	
          CANTOR FITZGERALD SECURITIES, 

          as Administrative Agent

        
	 	 	 
	 	By:	/s/ James Buccola
	 	Name: James Buccola
	 	Title: Head of Fixed Income


   

  [Signature Page to Credit Agreement]

   

  
    
      
 

  

  	 	
          ATHYRIUM OPPORTUNITIES II ACQUISITION LP, 

          as a Lender

        
	 	 
	 	By: Athyrium Opportunities Associates II LP, its general partner
	 	 
	 	By: Athyrium GP Holdings LLC, its general partner
	 	 	 
	 	By:	/s/ Andrew C. Hyman
	 	 	Name:      Andrew C. Hyman
	 	 	Title:        Authorized Signatory


   

  	 	
          ATHYRIUM OPPORTUNITIES III ACQUISITION LP, 

          as a Lender

        
	 	 
	 	By: Athyrium Opportunities Associates III LP, its general partner
	 	 
	 	By: Athyrium Opportunities Associates III GP LLC, its general partner
	 	 	 
	 	By:	/s/ Andrew C. Hyman
	 	 	Name:      Andrew C. Hyman
	 	 	Title:        Authorized Signatory


   

  [Signature Page to Credit Agreement]

  
    
      
 

  

   

  	 	HIGHBRIDGE SCF LOAN SPV, L.P., as a Lender
	 	 
	 	By: Highbridge Capital Management, LLC, as Trading Manager
	 	 	 
	 	By:	/s/ Jonathan Segal
	 	Name: Jonathan Segal
	 	Title: Managing Director


   

  [Signature Page to Credit Agreement]

   

  
    
      
 

  

  EXHIBIT A-l

   

  FORM OF

    COMMITTED LOAN NOTICE

   

  		To:	Cantor Fitzgerald Securities


  

  as Administrative Agent for the Lenders

  1801 N. Military Trail, Suite 202

  Boca Raton, FL 33431

  Telecopier: (646) 219-1180

  Attention: N. Horning (Aegerion Pharmaceuticals)

  E-mail: [***]

   

  and

   

  Cantor Fitzgerald Securities

  900 West Trade Street, Suite 725

  Charlotte, North Carolina 28202

  Phone: (747) 374-0574

  Telecopier: (646) 390-1764

  Attention: B.Young (Aegerion Pharmaceuticals)

  E-mail: [***]

   

  [Insert Date]

   

  Ladies and Gentlemen:

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the Credit
    Agreement.

   

  Pursuant to Section 4.01 of the Credit Agreement, the Borrower hereby gives you notice that it requests the New Money Loans (and the
    deemed advance of the Rollover Loans) under the Credit Agreement, and in connection therewith set forth below are the terms on which the New Money Loans and the Rollover Loans are requested to be made or deemed to be advanced, as applicable

   

  	(A)      Date of New Money Loans and Rollover Loans (which is a Business Day)	 	 	 
	 	 	 	 
	(B)      Principal amount of New Money Loans	 	 	 
	 	 	 	 
	(C)      Funds in respect of New Money Loans are requested to be disbursed to the following account(s) of the Borrower1	 	 	 


   

  
  

  
  

  		1	Specify the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of the Credit Agreement.


   

   

  
    
      
 

  

  	(D)       Principal amount of Rollover Loans deemed advanced	 	 	 


   

  [signature page follows]

  
    
      
 

  

   

  	 	AEGERION PHARMACEUTICALS, INC., as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
    
      
 

  

  EXHIBIT A-2

   

  FORM OF

    PREPAYMENT NOTICE

   

  [Insert Date]

   

  Cantor Fitzgerald Securities

    as Administrative Agent for the Lenders

    1801 N. Military Trail, Suite 202

    Boca Raton, FL 33431

    Telecopier: (646) 219-1180

    Attention: N. Horning (Aegerion Pharmaceuticals)

    E-mail: [***]

   

  and

   

  Cantor Fitzgerald Securities

    900 West Trade Street, Suite 725

    Charlotte, North Carolina 28202

    Phone: (747) 374-0574

  Telecopier: (646) 390-1764

    Attention: B. Young (Aegerion Pharmaceuticals)

    E-mail: [***]

   

  Ladies and Gentlemen:

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the Credit
    Agreement.

   

  Pursuant to Section 2.02[(a)]/[(b)] of the Credit Agreement, we hereby give you notice that we shall prepay certain of the Loans under the Credit Agreement,
    and such notice may only be rescinded in accordance with Section 2.02 of the Credit Agreement.

   

  		1.	Date of prepayment:______/______/______


   

  		2.	Aggregate principal amount1 of prepayment is equal to $__________________ (with reasonably detailed calculation).


   

  		3.	Accrued and unpaid interest on amount of prepayment is equal to $__________________.


   

  		4.	[Make-Whole Premium on amount of prepayment is equal to $__________________.]2


   

  
  

  
  

  		1	Each prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.
	 	 	 
	 	2 

        	If applicable. 

        


  

  
    
      
 

  

  [signature page follows]

   

  
    
      
 

  

  	 	
          AEGERION PHARMACEUTICALS, INC., 

          as Borrower

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
    
      
 

  

  EXHIBIT A-3

   

  FORM OF

    PIK ELECTION REQUEST

   

  [Insert Date]

   

  Cantor Fitzgerald Securities

    as Administrative Agent for the Lenders

    1801 N. Military Trail, Suite 202

    Boca Raton, FL 33431

    Telecopier: (646) 219-1180

  Attention: N. Horning (Aegerion Pharmaceuticals)

    E-mail: [***]

   

  and

   

  Cantor Fitzgerald Securities

    900 West Trade Street, Suite 725

    Charlotte, North Carolina 28202 

  Phone: (747) 374-0574

  Telecopier: (646) 390-1764

    Attention: B. Young (Aegerion Pharmaceuticals)

    E-mail: [***]

   

  Ladies and Gentlemen:

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the Credit
    Agreement.

   

  Pursuant to Section 2.04(a) of the Credit Agreement, we hereby give you notice of our election for PIK Interest.

   

  	1. 

        	Amount of interest to be paid in kind in respect of the Loans on the Interest Payment Date of [________]: $ __________.


   

  	2.	Amount of interest to be paid in cash in respect of the Loans on the Interest Payment Date of [________]: $ __________.


   

  [signature page follows]

   

  
    
      
 

  

  	 	
          AEGERION PHARMACEUTICALS, INC., 

          as Borrower

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
    
      
 

  

  EXHIBIT B

   

  FORM OF

    NOTE

   

  	$__________	[Insert date]


   

  FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to [Lender] (the “Lender”) on each date set forth under that
    certain Credit Agreement (as defined below) and on the Maturity Date (terms used without definition shall have the meanings assigned to such terms in that certain Credit Agreement dated as of September 24, 2019 (as amended, restated, amended and
    restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales
    with company number 12107859 (to be renamed on or around September 24, 2019 as Amryt Pharma plc), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto), the aggregate unpaid principal amount of the
    Loans made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement, such payment or payments to be in immediately available funds. The Borrower further agrees to pay interest on such principal amount from time to time
    outstanding, at said office, at a rate or rates per annum and payable on such dates as are determined pursuant to the Credit Agreement.

   

  The Borrower promises to pay interest on any overdue principal of and, to the extent permitted by law, overdue interest on the Loans in
    accordance with Section 2.04 of the Credit Agreement from their due dates.

   

  The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder of any of
    its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

   

  The Loans evidenced by this Note (this “Note”) and all payments and prepayments of the principal hereof and interest hereon and the
    respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its
    internal records; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in
    accordance with the terms of this Note and the Credit Agreement.

   

  This Note evidences the Loans referred to in the Credit Agreement which, among other things, contains provisions for the acceleration of the
    maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and
    conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and the Collateral Documents.

   

  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

   

  In the event of a conflict between this Note and the Credit Agreement, the provisions of the Credit Agreement will govern.

   

  
    
      
 

  

  
  [signature page follows]

   

  Form of Term Note

   

  
    C-2

    
      
 

  

  	 	
          AEGERION PHARMACEUTICALS, INC., 

          as Borrower

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
    
      
 

  

  LOANS AND REPAYMENTS OF LOANS

   

  	Date	Amount of Loans	Amount of

          Principal of

          Loans

          Repaid	Unpaid Principal

          Balance of

          Loans	Notation Made By
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


   

  
    
      
 

  

  EXHIBIT C

   

  FORM OF

    COMPLIANCE CERTIFICATE

   

  		To:	Cantor Fitzgerald Securities


  

  as Administrative Agent for the Lenders

  1801 N. Military Trail, Suite 202

  Boca Raton, FL 33431

  Telecopier: (646) 219-1180

  Attention: N. Horning (Aegerion Pharmaceuticals)

  E-mail: [***]

   

  and

   

  Cantor Fitzgerald Securities

  900 West Trade Street, Suite 725

  Charlotte, North Carolina 28202

  Phone:(747) 374-0574

  Telecopier: (646) 390-1764

  Attention: B. Young (Aegerion Pharmaceuticals)

  E-mail: [***]

   

  Ladies and Gentlemen:

   

  This Compliance Certificate (this “Certificate”) is being delivered pursuant to Section 6.02(a) of the Credit Agreement dated as
    of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the ‘‘Credit Agreement”) among Aegerion Pharmaceuticals, Inc. (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in
    England and Wales with company number 12107859 (to be renamed on or around September 24, 2019 as Amryt Pharma plc) (the “Parent”), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All
    capitalized terms used and not defined herein have the meanings ascribed thereto in the Credit Agreement.

   

  (a)       This Certificate is delivered in conjunction with [the unaudited internally prepared balance sheet and the related unaudited internally prepared
    consolidated statements of income or operations and cash flows of the Parent and its Subsidiaries for the fiscal quarter of the Parent ended as of [______] (the “Financials Date”). Such financial statements fairly present, in all material respects, the
    financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with IFRS, subject to year-end adjustments.] [the audited consolidated financial statements consisting of a consolidated balance sheet and income
    statement and cash flows covering the operations of the Parent and its Subsidiaries for the fiscal year of the Parent ended as of [______] (the “Financials Date”). Such financial statements have been audited by independent public accountants of
    recognized national standing and accompanied by an opinion of such accountants (which is not qualified as to scope and does not contain any going concern or other qualification) to the effect that such consolidated financial statements fairly present,
    in all material respects, the financial position and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with IFRS.]

   

  (b)       The Borrower hereby certifies, represents and warrants that, as of the Financials Date and the date hereof, no Event of Default has occurred and is
    continuing [other than as follows:].

   

  
    
      
 

  

  (c)       [Attached hereto as Annex I is a supplement to Schedules 5.07(b), 5.14, 5.17 and 5.20 of the Credit Agreement, updating the information set forth
    in Schedules 5.07(b), 5.14, 5.17 and 5.20 of the Credit Agreement as of the date hereof.] [The Borrower hereby certifies, represents and warrants that there has been no material change in the information set forth in Schedules 5.07(b), 5.14, 5.17 and
    5.20 of the Credit Agreement since the Closing Date or the latest supplement to Schedules 5.07(b), 5.14, 5.17 and 5.20 of the Credit Agreement delivered to the Administrative Agent.]

   

  (d)       [Attached hereto as Annex II is a supplement to Schedule II to the Security Agreement, updating the information set forth therein as of the date
    hereof.] [The Borrower hereby certifies, represents and warrants that there has been no material change in the information set forth in Schedule II to the Security Agreement since the date of the Security Agreement or the latest supplement to the
    Schedules thereto delivered to the Administrative Agent.]

   

  IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed and delivered by a duly authorized Responsible Officer on this
    [____] day of [______], 20[___].

   

  	 	AEGERION PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
    
      
 

  

  EXHIBIT D

   

  FORM OF

    ASSIGNMENT AND ASSUMPTION

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) by and among AEGERION PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), AMRYT PHARMA HOLDINGS PLC, a company incorporated in England and Wales with company number 12107859 (to be renamed on or
    around September 24, 2019 as AMRYT PHARMA PLC), CANTOR FITZGERALD SECURITIES, as Administrative Agent, and each Lender from time to time party thereto. Capitalized terms used herein without definition shall have the meanings assigned to such terms in
    the Credit Agreement.

   

  The “Assignor” referred to on Schedule 1 hereto (the “Assignor”) and the “Assignee” referred to on Schedule 1 hereto
    (the “Assignee”)1 agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows:

   

  1.    The Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to the Assignee,
    and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s Commitments and/or Loans (and its rights and obligations relating thereto) under the Credit Agreement as of the Effective Date (as defined herein)
    equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations identified on Schedule 1. After giving effect to such sale and assignment, the Assignee’s Commitments and the amount of the Loan
    owing to the Assignee will be as set forth on Schedule 1 hereto.

   

  2.    The Assignor (i) represents and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and
    beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any lien, encumbrance or other adverse claim; (ii) makes no representation or warranty and assumes no responsibility
    with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or
    security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect
    to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto.

   

  3.    The Assignee (i) confirms that, to the extent it has so requested, it has received a copy of the Credit Agreement, together with copies of
    such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any
    Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that
    its name set forth on Schedule 1 hereto is its legal name; (iv) confirms that it is an Eligible Assignee and is not (x) a natural person, (y) the Borrower or an Affiliate of the Borrower or (z) a Disqualified Person; (v) appoints and authorizes
    the Administrative Agent to take such

   

  
  

  
  

  		1	The form is to be adjusted in connection with any multiple party assignments.


   

  
    
      
 

  

  action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof,
    together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a
    Lender; and (vii) attaches any other forms required under Section 3.01 of the Credit Agreement (and undertakes to deliver to the Administrative Agent originals of any such U.S. Internal Revenue Service form) and a completed Administrative
    Questionnaire required to be provided pursuant to Section 10.07(b) of the Credit Agreement.

   

  4.    Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance and recording by
    the Administrative Agent, together with the processing fee referenced in Section 10.07(b)(iv). The effective date for this Assignment and Assumption (the “Effective Date”) shall be the date that such assignment is recorded in the
    Register pursuant to Section 10.07 of the Credit Agreement.

   

  5.    Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i)the Assignee shall be a party to the Credit
    Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released
    from its obligations under the Credit Agreement in its capacity as a Lender (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of
    the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Assumption) and, if this Assignment and Assumption covers all of the remaining portion of the
    rights and obligations of the Assignor in its capacity as a Lender under the Credit Agreement, the Assignor shall cease to be a party thereto in its capacity as a Lender.

   

  6.    Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all
    payments under the Credit Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee for amounts which
    have accrued from and after the Effective Date and to the Assignor for amounts which have accrued to but excluding the Effective Date.

   

  7.    THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

   

  8.    This Assignment and Assumption may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
    together shall constitute one and the same instrument. Delivery by facsimile transmission or other electronic transmission (including a .pdf or .tif copy) of an executed counterpart of a signature page to this Assignment and Assumption shall be
    effective as delivery of an original executed counterpart of this Assignment and Assumption; provided that original signatures shall be promptly delivered thereafter, it being understood that the failure to request or deliver the same shall not limit
    the effectiveness of this Assignment and Assumption or any signature delivered by facsimile or electronic transmission.

   

  [signature page follows]

   

  
    
      
 

  

  IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Assumption to be executed by their officers thereunto duly
    authorized as of the date specified thereon.

   

  	 	__________, as Assignor
	 	 	 
	 	[Type or print legal name of Assignor]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	 
	 	Dated: __________, 20__


   

  
    
      
 

  

  	 	__________, as Assignee
	 	 	 
	 	[Type or print legal name of Assignee]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	 
	 	Dated: __________, 20__
	 	 
	 	Lending Office:


   

  
    
      
 

  

  	[Accepted and Approved this ___ day of__________, 20__]	 
	 	 	 
	2 [CANTOR FITZGERALD SECURITIES, as Administrative Agent	 
	 	 	 
	By	 	 
	 	Name:	 
	 	Title:]	 


   

  
  

  
  

  		2	If required by the Credit Agreement.


   

  
    
      
 

  

  	[Approved this___ day of__________, 20__]	 
	  	  	 
	3[AEGERION PHARMACEUTICALS, INC., as Borrower	 
	  	   	 
	By: 	                                                     	  
	Name:   	 	 
	Title:]	 	 


   

  
  

  
  

  		3	If required by the Credit Agreement.


   

  
    
      
 

  

  SCHEDULE 1

    TO

    ASSIGNMENT AND ASSUMPTION

   

  	Loans/Commitment	Aggregate Amount of

          Loans/Commitment of

          all Lenders	Amount of

          Loans/Commitment

          Assigned	Percentage Assigned of

          Loans/Commitment of

          all Lenders
	
           

          Loans

        	$	$	%


   

  
    
      
 

  

  EXHIBIT E-l

   

  FORM OF

    GUARANTEE AND COLLATERAL AGREEMENT

   

  
    
      
 

  

  EXHIBIT E-2

   

  FORM OF

    PLEDGE AGREEMENT

   
  
    
      
 

  

  EXHIBIT F

   

  FORM OF

    OFFICER’S CERTIFICATE

   

  This Officer’s Certificate (this “Certificate”) is delivered on September 24, 2019 pursuant to Section 4.01 of the Credit Agreement, dated
    as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among AEGERION PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), AMRYT PHARMA HOLDINGS PLC, a company
    incorporated in England and Wales with company number 12107859 (to be renamed on or around September 24, 2019 as AMRYT PHARMA PLC), CANTOR FITZGERALD SECURITIES, as Administrative Agent, and each Lender from time to time party thereto. Capitalized
    terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

   

  I, [Name], [Title] of the Borrower DO HEREBY CERTIFY to the Administrative Agent and the Lenders, on behalf of the Borrower in my capacity as a
    Responsible Officer and not individually, that:

   

  1.       No Default or Event of Default exists, or will result from, the incurrence of the Loans or from the application of proceeds therefrom.

   

  2.       The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other
    Loan Document are true and correct in all material respects on and as of the Closing Date (before and after giving effect to the incurrence of the Loans); provided that to the extent that such representations and warranties specifically refer
    to an earlier date, they were true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is
    qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

   

  [Signature page follows.]

   

  
    
      
 

  

  IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the date first set forth above.

   

  	 	
          AEGERION PHARMACEUTICALS, INC.

           

        
	 	 
	 	Name:
	 	Title:


   

  
    
      
 

  

  EXHIBIT G

   

  FORM OF

    ADMINISTRATIVE AGENT QUESTIONNAIRE

   

  [Provided under separate cover]

   

  
    
      
 

  

  EXHIBIT H-1

   

  FORM OF

    U.S. TAX COMPLIANCE CERTIFICATE

   

  (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around September 24,
    2019 as Amryt Pharma plc) (the “Parent”), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the Credit
    Agreement.

   

  Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
    owner of the Loans (as well as any Notes evidencing such Loans) 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 IRS
    Form 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
    Agreement.

   

  	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date:______ __, 20[  ]	 


   

  
    
      
 

  

  EXHIBIT H-2

   

  FORM OF

    U.S. TAX COMPLIANCE CERTIFICATE

   

  (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Phannaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc) (the “Parent”), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the
    Credit Agreement.

   

  Pursuant to the provisions of Sections 3.01 and 10.07(d) of the Credit 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 IRS Form 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
    Agreement.

   

  	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date:______ __, 20[  ]	 


   

  
    
      
 

  

  EXHIBIT H-3

   

  FORM OF 

  U.S. TAX COMPLIANCE CERTIFICATE

   

  (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc) (the “Parent”), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the
    Credit Agreement.

   

  Pursuant to the provisions of Sections 3.01 and 10.07(d) of the Credit 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
    Agreement.

   

  	[NAME OF PARTICIPANT]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date:______ __, 20[  ]	 


   

  
    
      
 

  

  EXHIBIT H-4

   

  FORM OF 

  U.S. TAX COMPLIANCE CERTIFICATE

   

  (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

   

  Reference is made to the Credit Agreement dated as of September 24, 2019 (as amended, restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”) among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Amryt Pharma Holdings plc, a company incorporated in England and Wales with company number 12107859 (to be renamed on or around
    September 24, 2019 as Amryt Pharma plc) (the “Parent”), Cantor Fitzgerald Securities, as Administrative Agent, and each Lender from time to time party thereto. All capitalized terms used and not defined herein have the meanings ascribed thereto in the
    Credit Agreement.

   

  Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
    Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loans (as well as any Notes evidencing such Loans), (iii) with
    respect to the extension of credit pursuant to this Credit 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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 Credit Agreement and used herein shall have the meanings given to them in the Credit
    Agreement.

   

  	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date:______ __, 20[  ]