Exhibit 10.1


 


EXECUTION COPY


 


Aceto Corporation


 


$125,000,000
Aggregate Principal Amount


2.00% Convertible Senior Notes Due 2020


 


PURCHASE AGREEMENT





 


dated November 10, 2015


 


Wells Fargo Securities,
LLC


 


J.P. Morgan Securities
LLC


 




     


     


    

 


Purchase Agreement


 


November 10, 2015


 


WELLS FARGO SECURITIES, LLC

J.P. MORGAN SECURITIES LLC

     As Representatives of the several Initial Purchasers

c/o


 


Wells Fargo Securities, LLC

375 Park Avenue

New York, NY 10152


 


J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179


 


Ladies and Gentlemen:


 


Introductory. Aceto Corporation, a New
York corporation (the “Company”), proposes to sell to the several purchasers named in Schedule A (the
“Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives,
the respective aggregate principal amount of the Company’s 2.00% Convertible Senior Notes due 2020 (the “Firm Notes”)
set forth opposite each Initial Purchaser’s name in Schedule A. The Company also proposes to grant to the Initial
Purchasers an option to purchase up to an additional $18,750,000 aggregate principal amount of its 2.00% Convertible Senior Notes
due 2020, solely to cover over-allotments, if any (the “Optional Notes”).
The Firm Notes and, if and to the extent such option is exercised, the Optional Notes are collectively called the “Securities”.
The terms Representatives and Initial Purchasers shall mean either the singular or plural as the context requires.


 


The Securities will be convertible by the holders
thereof into cash, fully paid, non-assessable shares of common stock, $0.01 par value per share, of the Company (the “Common
Stock”) or a combination of cash and shares of Common Stock, at the option of the Company and on the terms, and subject
to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means
the shares of Common Stock, if any, into which the Securities are convertible. The Securities will be issued pursuant to an indenture
to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”) between the Company and
Citibank, N.A., as trustee (the “Trustee”).


 




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In connection with the offering of the Firm
Notes, the Company is separately entering into convertible note hedge transactions and warrant transactions with one or more counterparties,
which may include affiliates of one or more of the Initial Purchasers (each, a “Call Spread Counterparty”),
in each case pursuant to one or more convertible note hedge confirmations (each, a “Base Bond Hedge Confirmation”)
and one or more warrant confirmations (each, a “Base Warrant Confirmation”), respectively, each dated the date
hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”),
and in connection with the issuance of any Optional Notes, the Company and each Call Spread Counterparty may enter into additional
convertible note hedge transactions and additional warrant transactions pursuant to additional convertible note hedge confirmations
(each, an “Additional Bond Hedge Confirmation”) and additional warrant confirmations (each, an “Additional
Warrant Confirmation”), respectively, each to be dated the date on which the option granted to the Initial Purchasers
pursuant to Section 2 to purchase such Optional Notes is exercised (the Additional Bond Hedge Confirmations and the Additional
Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and, together with the Base
Call Spread Confirmations, the “Call Spread Confirmations”).


 


The Company understands that the Initial Purchasers
propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers
may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (“Subsequent
Purchasers”) at any time after the date of this Agreement. The Securities will be offered and sold to or through the
Initial Purchasers without being registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the “Securities Act”), in reliance upon an exemption therefrom. The terms of the Securities and
the Indenture will require that investors that acquire Securities expressly agree that Securities (and any Conversion Shares) may
only be resold or otherwise transferred, after the date hereof, if such Securities (or Conversion Shares, if any) are registered
for sale under the Securities Act or if an exemption from the registration requirements of Securities Act is available (including
the exemption afforded by Rule 144A (“Rule 144A”) thereunder).


 


The Company has prepared and delivered to each
Initial Purchaser copies of a preliminary offering memorandum dated as of November 9, 2015 prior to the Applicable Time (as defined
below) (the “Preliminary Offering Memorandum”) and will prepare and will deliver to each Initial Purchaser,
on the date hereof or the next succeeding day, copies of a final offering memorandum dated as of November 10, 2015 (the “Final
Offering Memorandum”), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or
offering of, the Securities. “Offering Memorandum” means, with respect to any date or time referred to in this
Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or
any amendment or supplement to either such document), which has been prepared and delivered by the Company to the Initial Purchasers,
in the case of the Preliminary Offering Memorandum prior to the Applicable Time, in connection with their solicitation of purchases
of, or offering of, the Securities. The Company will prepare a final term sheet reflecting the final terms of the Securities, in
the form set forth in Schedule B hereto (the “Final Term Sheet”), and will deliver such Final Term Sheet
to the Initial Purchasers prior to the Applicable Time in connection with their solicitation of purchases of, or offering of, the
Securities. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer
relating to the Securities by any written materials other than the Offering Memorandum and the Issuer Written Information. “Issuer
Written Information” means (i) any writing intended for general distribution to investors as evidenced by its being specified
in Schedule C hereto, including the Final Term Sheet, and (ii) any “road show” that is a “written communication”
within the meaning of the Securities Act. “General Disclosure Package” means the Preliminary Offering Memorandum
and any Issuer Written Information specified on Schedule C hereto and issued at or prior to 11:40 P.M., New York City time, on
November 10, 2015 or such other time as agreed by the Company and the Representatives (such date and time, the “Applicable
Time”).


 




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All references in this Agreement to the terms
“Preliminary Offering Memorandum,” “Final Offering Memorandum,” and “Offering Memorandum” shall
be deemed to include any exhibits thereto and any other documents and information which are incorporated by reference therein.
All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included” or “stated” in the Offering Memorandum (or other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information which are incorporated by reference into
the Offering Memorandum. All references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed
to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (the “Exchange Act”) which is incorporated by reference into the Offering Memorandum.


 


The Company hereby confirms its agreements with
the Initial Purchasers as follows:


 


Section 1.
Representations and Warranties. The Company hereby represents and warrants to each Initial Purchaser as of the date hereof,
as of the Applicable Time (as defined below), as of the Closing Date (as defined below) and as of each Subsequent Closing Date
(as defined below), and covenants to each Initial Purchaser as follows:


 


(a) General Disclosure Package; Rule 144A
Eligibility. The Company hereby confirms that it has authorized the use of the General Disclosure Package, including the Preliminary
Offering Memorandum and the Final Term Sheet, and the Final Offering Memorandum in connection with the offer and sale of the Securities
by the Initial Purchasers. The Securities are eligible for resale pursuant to Rule 144A and will not be, on the Closing Date or
any Subsequent Closing Date, if applicable, of the same class as securities of the Company listed on a national securities exchange
registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system.


 


(b) No Registration Required; No General
Solicitation. Subject to compliance by the Initial Purchasers with the representations, warranties and covenants of the Initial
Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery
of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement, the
General Disclosure Package and the Final Offering Memorandum to register the Securities under the Securities Act or to qualify
the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). None of the Company,
its Affiliates (as defined in Section 6(b) hereof) or any person acting on behalf of the Company or its Affiliates (other than
the Initial Purchasers, as to whom the Company makes no representation) has (i) directly or indirectly, solicited any offer to
buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to
any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner
that would require the Securities to be registered under the Securities Act or (ii) engaged, in connection with the offering of
the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act, other than a solicitation listed on Schedule D hereto (each such solicitation, a “Permitted General Solicitation”).


 




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(c) Accurate Disclosure. As of the Applicable
Time, neither (A) the General Disclosure Package nor (B) any Issuer Written Information, when considered together with the General
Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Final Offering Memorandum, as of its date, as of the Closing Date and as of any Subsequent Closing Date,
did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated
or deemed to be incorporated by reference in the General Disclosure Package and the Final Offering Memorandum, when such documents
incorporated by reference were filed with the Securities and Exchange Commission (the “Commission”), when read
together with the other information in the General Disclosure Package or the Final Offering Memorandum, as the case may be, did
not, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations
and warranties in this subsection shall not apply to statements in or omissions in the General Disclosure Package or the Final
Offering Memorandum made in reliance upon and in conformity with Initial Purchaser Information (as defined in Section 9(b) hereof).


 


(d) Accuracy of Statements in Offering Memorandum.
The statements in each of the Preliminary Offering Memorandum and the Final Offering Memorandum under the headings “Description
of Notes,” “Description of Capital Stock,” “Description of Other Indebtedness” and “Certain
U.S. Federal Income Tax Considerations,” and the statements incorporated by reference into each of the Preliminary Offering
Memorandum and the Final Offering Memorandum from the Company’s Annual Report on Form 10-K for the fiscal year ended June
30, 2015 under the headings “Legal Proceedings” and “Environmental and Regulatory” insofar as such statements
summarize legal matters, agreements, documents or proceedings discussed therein, as of the date of this Agreement and as of the
Closing Date and any Subsequent Closing Date, fairly present such legal matters, agreements, documents or proceedings in all material
respects.


 


(e) Incorporation of Documents by Reference.
The documents incorporated or deemed to be incorporated by reference in the Preliminary Offering Memorandum and the Final Offering
Memorandum, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the Exchange Act.


 


(f) Authorization of the Purchase Agreement.
This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.


 


(g) Authorization of the Indenture. The
Indenture has been duly authorized by the Company and, when duly executed and delivered by each of the Company and the Trustee,
will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding
in equity or at law).


 




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(h) Authorization of the Securities.
The Securities have been duly authorized and, on the respective Closing Date and any Subsequent Closing Date, as applicable, will
have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture
and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium
or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the
form contemplated by, and entitled to the benefits of, the Indenture.


 


(i) Authorization of the Call Spread Confirmations.
The Base Call Spread Confirmations have been duly authorized, executed and delivered by the Company and are enforceable against
the Company in accordance with their terms, and any Additional Call Spread Confirmations will, on or prior to the date such Additional
Call Spread Confirmations are entered into, have been duly authorized, executed and delivered by the Company and will be enforceable
against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).


 


(j) Authorization of the Conversion Shares.
The maximum number of shares of Common Stock initially issuable upon conversion of the Securities (including the maximum number
of shares of Common Stock that may be issued upon conversion of the Securities in connection with a make-whole fundamental change,
as set forth in the Offering Memorandum under the heading “Description of Notes—Conversion Rights—Increase in
Conversion Rate upon Conversion upon a Make-Whole Fundamental Change”), assuming the Company elects to issue and deliver
solely shares of Common Stock in respect of all such conversions (the “Maximum Number of Underlying Securities”),
have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action, and any such shares
of Common Stock, when issued upon such conversion, will be validly issued and will be fully paid and non-assessable; and the issuance
of any such shares of Common Stock upon such conversion will not be subject to the pre-emptive or other similar rights of any security
holder of the Company.


 




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(k) Authorization of the Warrant Securities.
A total of 3,473,783 shares of Common Stock issuable upon exercise and settlement or termination of the warrants issued pursuant
to the Base Warrant Confirmations and any Additional Warrant Confirmations have been duly authorized and reserved (the “Initial
Warrant Securities”). The Board of Directors of the Company has adopted a resolution providing for the prospective reservation
and authorization of an additional 5,181,951 shares of Common Stock (the “Subsequent Warrant Securities” and
together with the Initial Warrant Securities, the “Warrant Securities”) to be issuable upon exercise and settlement
or termination of the warrants issued pursuant to the Base Warrant Confirmations and any Additional Warrant Confirmations, subject
to approval by the stockholders of the Company of a proposal to increase the number of authorized shares of Common Stock from 40,000,000
shares to 75,000,000 shares and the filing with the Department of State of the State of New York of a certificate of amendment
to the Company’s certificate of incorporation reflecting such increase in the authorized number of shares of Common Stock
(the “Share Conditions”). When issued upon exercise of such warrants in accordance with the terms of such warrants
(and, in the case of the Subsequent Warrant Securities, upon satisfaction of the Share Conditions), the Warrant Securities will
be validly issued, fully paid and non-assessable, and the issuance of the Warrant Securities will not be subject to any pre-emptive
or similar rights.


 


(l) Conformity of Securities. The Securities
to be purchased by the Initial Purchasers from the Company will on the Closing Date be in the form contemplated by the Indenture.
The Securities, the Indenture and the Call Spread Confirmations will conform in all material respects to the descriptions thereof
in the General Disclosure Package and the Final Offering Memorandum.


 


(m) No Applicable Registration or Other Similar
Rights. Except as described in the General Disclosure Package and the Final Offering Memorandum, there are no persons with
registration or other similar rights to have any securities registered for sale or sold by the Company under the Securities Act.


 


(n) No Material Adverse Change. Subsequent
to the respective dates as of which information is given in each of the General Disclosure Package and the Final Offering Memorandum,
(i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered
into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise
made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; (iii) there has
not been any material change in the capital stock (other than issuances of capital stock pursuant to employee benefit or stock
purchase plans described in the General Disclosure Package and the Final Offering Memorandum or upon exercise of outstanding options
or warrants or the vesting of restricted stock units described in the General Disclosure Package and the Final Offering Memorandum,
and the grant of options and awards under existing equity incentive plans described in the General Disclosure Package and the Final
Offering Memorandum) or long term debt (other than the amendment of the A&R Credit Agreement and the repayment of certain indebtedness
thereunder, as described in the General Disclosure Package and Final Offering Memorandum) of the Company and its subsidiaries;
and (iv) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any
action, order or decree of any court or arbitrator or governmental or regulatory authority.


 


(o) Independent Accountants. BDO USA,
LLP, which expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related
notes thereto) and schedule included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015,
which is incorporated by reference into the General Disclosure Package, are independent public accountants within the meaning of
Regulation S-X under the Securities Act and the Exchange Act and an independent registered public accounting firm within the meaning
of Rule 3520 of the Public Company Accounting Oversight Board, and any non-audit services provided to the Company by BDO USA, LLP
have been approved by the audit committee of the board of directors of the Company.


 




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(p) Preparation of the Financial Statements.
The consolidated financial statements of the Company included in the General Disclosure Package and the Final Offering Memorandum
present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the
dates indicated and the results of their consolidated operations and cash flows for the periods specified. The schedules, if any,
included in the General Disclosure Package and the Final Offering Memorandum present fairly the information required to be stated
therein. Such financial statements and schedules have been prepared in conformity with generally accepted accounting principles
as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except
as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included
in or incorporated by reference into the General Disclosure Package and the Final Offering Memorandum fairly presents the information
called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto in each case in all material respects.


 


(q) No Material Adverse Change. Subsequent
to the date of the most recent financial statements included or incorporated by reference in each of the General Disclosure Package
and the Final Offering Memorandum, there has not occurred any material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in the earnings, business, management, properties or operations
of the Company and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package provided to prospective
purchasers of the Securities.


 


(r) Incorporation and Good Standing of the
Company and the Company’s Significant Subsidiaries. Each of the Company and the Company’s significant subsidiaries
(as defined in Rule 1-02(w) of Regulation S-X), all of which are listed on Annex A hereto (the “Significant Subsidiaries”),
has been duly incorporated or organized, as applicable, and is validly existing in good standing under the laws of the jurisdiction
of its incorporation or organization, as applicable, and has the power and authority (corporate or limited liability company) to
own or lease, as the case may be, and operate its properties and to conduct its business as described in the General Disclosure
Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this
Agreement and the Indenture. Each of the Company and the Significant Subsidiaries is duly qualified as a foreign corporation or
entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify
or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial
or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the
ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”).
At all times since December 2013, the Company has conducted its business in compliance with the power and authority accorded to
it in its certificate of incorporation then in effect. All of the issued and outstanding shares of capital stock, units or membership
interests, if applicable, of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable
(except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise disclosed in each
of the General Disclosure Package and the Final Offering Memorandum) and are owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except those existing under the A&R
Credit Agreement (as defined below) or that constitute Permitted Liens (as defined in the A&R Credit Agreement, “Permitted
Liens”) or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 




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(s) Capitalization and Other Capital Stock
Matters. The authorized, issued and outstanding capital stock of the Company is set forth in the General Disclosure Package
and the Final Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances, if any,
pursuant to employee benefit plans described in the General Disclosure Package and the Final Offering Memorandum, or upon the exercise
of outstanding options, the vesting of restricted stock units, or the issuance of premium shares on restricted stock described
in the General Disclosure Package and the Final Offering Memorandum, as the case may be). The Common Stock (including any Conversion
Shares) conforms in all material respects to the description thereof contained in the General Disclosure Package and the Final
Offering Memorandum. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are
fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding
shares of Common Stock were issued in violation of any pre-emptive rights, rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company. There are no authorized or outstanding options, warrants, pre-emptive rights, rights
of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for,
any capital stock of the Company or any of its subsidiaries other than those accurately described in the General Disclosure Package
and the Final Offering Memorandum. The description of the Company’s stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted thereunder, contained in the General Disclosure Package and the Final Offering Memorandum
accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements,
options and rights.


 


(t) Stock Options. With respect to the
outstanding stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the
Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive
stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies,
absent any conduct that would cause such Stock Option not to qualify, by any party other than the Company and its subsidiaries,
(ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its
terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval
by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed
and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the
Exchange Act and the rules of the Nasdaq Global Select Market, (iv) the per share exercise price of each Stock Option was equal
to or greater than the fair market value of a share of Common Stock on the applicable Grant Date and (v) each such grant was properly
accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in
the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws, except in the
case of clauses (ii) and (iii) in such instances that are reasonably expected to not have a Material Adverse Effect. The Company
has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to
the release or other public announcement of material information regarding the Company or its subsidiaries or their results of
operations or prospects.


 




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(u) No Stamp or Transfer Taxes. Apart
from the potential application of the New York State stock transfer tax to any issuance of shares of Common Stock upon the conversion
of the Securities (which if applicable will be paid by the Company pursuant to the Indenture), there are no stamp or other issuance
or transfer taxes or duties or other similar fees or charges to be paid in connection with the execution and delivery of this Agreement
or the issuance or sale by the Company of the Securities or upon the issuance of any shares of Common Stock upon the conversion
of the Securities, unless a converting holder of Securities requests that any such shares of Common Stock be issued in a name other
than such holder’s name.


 


(v) Non-Contravention of Existing Instruments.
Neither the Company nor any of its subsidiaries is (i) with respect to the Company or any Significant Subsidiary, in violation
of its charter, bylaws or other constitutive document; (ii) in default (or, with the giving of notice or lapse of time, would be
in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise,
lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound
(including, without limitation, the Amended and Restated Credit Agreement dated as of October 28, 2015, among the Company, the
lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Wells Fargo, as syndication agent, as amended (the
“A&R Credit Agreement”, and together with any such indenture, mortgage, loan or credit agreement,
note, contract, franchise, lease or other instrument, the “Existing Instruments”)); or (iii) in violation of
any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable,
except, in the case of clauses (ii) and (iii) above, for such Defaults and violations as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. The Company’s execution, delivery and performance of this
Agreement, the Indenture and the Call Spread Confirmations, the issuance and delivery of the Securities, and the consummation of
the transactions contemplated hereby and thereby and by the General Disclosure Package and the Final Offering Memorandum (i) will
not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any of the
Significant Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event
(as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets
of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except
for such conflicts, breaches, Defaults, liens, charges or encumbrances (x) as have been waived or otherwise approved pursuant to
such Existing Instrument or (y) as would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree
applicable to the Company or any subsidiary, except for such violations as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means
any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture
or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.


 




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(w) No Further Authorizations or Approvals
Required. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental
or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Call Spread Confirmations,
this Agreement or the Indenture, or the issuance and delivery of the Securities, or consummation of the transactions contemplated
hereby and thereby and by the Final Offering Memorandum, except for (x) such consents, approvals, authorizations, orders, registrations
or filings, as may be required under applicable securities laws of the several states of the United States or provinces of Canada
or other foreign jurisdictions in connection with the purchase and resale of the Securities by the Initial Purchasers and (y) such
consents, approvals, authorizations, orders, registrations or filings as have been obtained or made by the Company and are in full
force and effect.


 


(x) No Material Actions or Proceedings. Other
than proceedings accurately described in all material respects in the General Disclosure Package, there are no legal or governmental
proceedings pending or, to the knowledge of the Company, overtly threatened to which the Company or any of its subsidiaries is
a party or to which any of the properties of the Company or any of its subsidiaries is subject that would reasonably be expected
to have a Material Adverse Effect or a material adverse effect on the power or ability of the Company to perform its obligations
under this Agreement, the Indenture, the Call Spread Confirmations or the Securities or to consummate the transactions contemplated
by the General Disclosure Package.


 


(y) Labor Matters. No strike, lockout,
or organized work slowdown or work stoppage by employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is threatened, except as would not reasonably be expected to have a Material Adverse Effect.


 


(z) Intellectual Property Rights.  The
Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks,
trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct
of their respective businesses, except in any such instances that, individually or in the aggregate, are not reasonably expected
to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with
any such rights of others, and, except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum,
the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights
of others, and the Company has no knowledge of any other fact which would form a reasonable basis for any such claim, that, if
subject to an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.


 




    	 	-10-	 



     


    

 


(aa) All Necessary Permits, etc. The
Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities, including,
without limitation, all necessary U.S. Food & Drug Administration (the “FDA”) agency approvals, that are
necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described
in each of the General Disclosure Package and the Final Offering Memorandum, except where the failure to possess or make the same
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as otherwise
disclosed in each of the General Disclosure Package and the Final Offering Memorandum, neither the Company nor any of its subsidiaries
has received notice of any revocation or modification of any such material license, certificate, permit or authorization or has
any reason to believe that any such material license, certificate, permit or authorization will not be renewed in the ordinary
course.


 


(bb) FDA Compliance.  Neither the
Company nor any of its subsidiaries has knowledge of any actual or threatened enforcement action against the Company or any of
its subsidiaries by the FDA or any other governmental entity which has jurisdiction over the operations of the Company or any of
the Company’s subsidiaries.  All reports, documents, claims and notices required to be filed, maintained, or furnished
to the FDA or any governmental entity by the Company or the Company’s subsidiaries have been so filed, maintained or furnished,
except where the failure to file, maintain, or furnish the same would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.  All such reports, documents, claims, and notices were complete and correct on the date
filed (or were corrected in or supplemented by a subsequent filing) such that no material liability exists with respect to the
completeness or accuracy of such filing.  Neither the Company nor any of the Company’s subsidiaries have received, and
then failed to cure any material deficiencies reflected in, any FDA Form 483, warning letter, material untitled letter or other
correspondence or notice from the FDA or other governmental entity alleging or asserting noncompliance with any applicable laws
or permits or any other notice of any pending or threatened claim by the FDA or any other governmental entity which has jurisdiction
over the operations of the Company and the Company’s subsidiaries against the Company or any of the Company’s subsidiaries.


 


(cc) Laboratory and Clinical Practices. 
All studies, tests and preclinical and clinical trials being conducted by or on behalf of the Company or the Company’s subsidiaries
have been and are being conducted in compliance in all material respects with experimental protocols, procedures and controls pursuant
to accepted professional scientific standards and applicable local, state and federal Laws, rules and regulations, including, but
not limited to the applicable requirements of Good Laboratory Practices or Good Clinical Practices, as applicable. There are
no studies, tests or trials conducted by or on behalf of the Company the results of which call into question any clinical results
described or referred to in the General Disclosure Package or the Final Offering Memorandum.  The Company and the Company’s
subsidiaries have not received any notices, correspondence or other communication from the FDA or any other governmental entity
requiring the termination, suspension or material modification of any ongoing or planned clinical trials conducted by, or on behalf
of, the Company or the Company’s subsidiaries, or in which the Company or the Company’s subsidiaries have participated,
which termination, suspension or modification would reasonably be expected to have a Material Adverse Effect. 


 




    	 	-11-	 



     


    

 


(dd) Manufacturing Practices.  The
manufacture of products by or on behalf of the Company and the Company’s subsidiaries has been and is being conducted in
compliance with all applicable Laws including the FDA’s current Good Manufacturing Practices, except for such noncompliance
as would not reasonably be expected to result in a Material Adverse Effect.  In addition, the Company and the Company’s
subsidiaries have been and are in compliance with all other applicable FDA requirements, including, but not limited to, registration
and listing requirements set forth in 21 U.S.C. Section 360 and 21 C.F.R. Part 207, except for such noncompliance as would not
reasonably be expected to result in a Material Adverse Effect. 


 


(ee) Medical Practices.  Neither
the Company nor any of the Company’s subsidiaries have engaged in an unlawful or unauthorized practice of medicine or other
professionally licensed activities through any web sites sponsored or operated, or formerly sponsored or operated, by the Company
or any of the Company’s subsidiaries.


 


(ff) Product Recalls and Safety. 
Neither the Company nor any of the Company’s subsidiaries has, within the past three years, either voluntarily or involuntarily,
initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety
alert, warning, “dear doctor” letter, investigator notice or other notice or action, in each case relating to an alleged
lack of safety or efficacy of any product or product candidate.  Neither the Company nor any of the Company’s subsidiaries
is aware of any facts which are reasonably likely to cause (i) the recall, market withdrawal or replacement of any product sold
or intended to be sold by the Company or any of the Company’s subsidiaries, (ii) a change in the marketing classification
or a material change in labeling of any such products or (iii) a termination or suspension of marketing of any such products.


 


(gg) Title to Properties. The Company
and its subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal
property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all
liens, encumbrances, claims and defects and imperfections of title, except for (x) Permitted Liens, (y) those existing under the
A&R Credit Agreement or (z) those that (i) do not materially interfere with the use made and proposed to be made of such property
by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.


 


(hh) Tax Law Compliance. The Company
and its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof
and have paid all taxes shown as due on such returns, except in such instances that are not reasonably expected, individually or
in the aggregate, to have a Material Adverse Effect; the Company and its subsidiaries have either paid or appropriately reserved
under GAAP for all federal, state, local and foreign taxes required to be paid through the date hereof, except in such instances
that are not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; and except as otherwise
disclosed in each of the General Disclosure Package and the Final Offering Memorandum, there is no material tax deficiency that
has been, or that is reasonably expected to be, asserted against the Company or any of its Significant Subsidiaries or any of their
respective properties or assets.


 




    	 	-12-	 



     


    

 


(ii) Company Not an “Investment Company”.
The Company is not, and after giving effect to the transactions contemplated by the Call Spread Confirmations, the offering
and sale of the Securities and the application of the proceeds thereof as described in the Final Offering Memorandum will not be,
required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended
(the “Investment Company Act”).


 


(jj) Insurance. The Company and the Significant
Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption
insurance, which insurance is in amounts and insures against material losses and risks and are reasonably believed to be adequate
and customary to protect the Company and the Significant Subsidiaries and their respective businesses; and neither the Company
nor any of the Significant Subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements
or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business.


 


(kk) No Restrictions on Dividends. Except
pursuant to the A&R Credit Agreement, no subsidiary of the Company is currently prohibited, directly or indirectly, under any
agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other
distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from
the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of
the Company.


 


(ll) No Price Stabilization or Manipulation.
Other than as described in the General Disclosure Package, the Company has not taken and will not take, directly or indirectly,
any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Securities. For the avoidance of doubt, the Company makes no
representation as to the actions of the Initial Purchasers.


 


(mm) Solvency. On and immediately after
the Closing Date, the Company (after giving effect to the issuance of the Securities and the other transactions related thereto
as described in each of the General Disclosure Package and the Final Offering Memorandum) will be Solvent. As used in this paragraph,
the term “Solvent” means, with respect to a particular date and entity, that on such date (i) the fair value
of the assets of such entity and its consolidated subsidiaries taken as a whole is not less than the total amount of liabilities
of such entity and its consolidated subsidiaries taken as a whole; (ii) such entity is able to pay its debts and other liabilities,
contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation
of the issuance of the Securities as contemplated by this Agreement, the General Disclosure Package and the Final Offering Memorandum,
such entity is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) such
entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which
its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry
in which such entity is engaged.


 




    	 	-13-	 



     


    

 


(nn) Ranking. The Securities, upon issuance,
will constitute “senior indebtedness” as such term is defined in any indenture or agreement governing any outstanding
subordinated indebtedness of the Company.


 


(oo) Disclosure
Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information
is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures
as required by Rule 13a-15 of the Exchange Act.


 


(pp) Internal Controls and Procedures.
The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule
13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision
of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated
by reference in each of the General Disclosure Package and the Final Offering Memorandum is prepared in accordance with the Commission’s
rules and guidelines applicable thereto. Since the end of the Company’s most recent audited fiscal year, the Company has
not identified any material weaknesses or significant deficiencies in the Company’s internal controls over financial reporting.
The Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (i) all significant
deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls over financial reporting.


 


(qq) Federal Reserve Regulations. Neither
the Company nor any of its subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any
action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System.


 




    	 	-14-	 



     


    

 


(rr) Forward Looking Statements. No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in any of the
General Disclosure Package or the Final Offering Memorandum has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.


 


(ss) No Unlawful Contributions or Other Payments.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, employee, agent, affiliate
or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA or (ii) any other applicable anti-corruption or anti-bribery laws; and the Company
and its subsidiaries have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws and
have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.


 


(tt) No Conflict with Money Laundering Laws.
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental entity (collectively, the “Money Laundering Laws”);
and no action, suit or proceeding by or before any governmental agency, authority or body or any arbitration involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(uu) No Conflicts with Sanctions Laws. None
of the Company, any of its subsidiaries, any director, officer, employee or, to the knowledge of the Company, agent, affiliate
or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently
the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation,
the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or the United Nations
Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other
relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located,
organized or resident in a country or territory that is the subject of Sanctions including, without limitation, Cuba, Iran, North
Korea, Sudan, Syria and Crimea; and the Company will not directly or indirectly use the proceeds of the sale of the Securities,
or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund
any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject
of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transactions
contemplated by the General Disclosure Package and the Final Offering Memorandum, whether as underwriter, advisor, investor or
otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly
engaged in and will not engage in any dealings or transactions with any person, or with any country or territory, that at the time
of the dealing or transaction is or was the subject or the target of Sanctions.


 




    	 	-15-	 



     


    

 


(vv) Compliance with Environmental Laws.
Except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum, (i) the Company and its
subsidiaries (x) are in compliance with all applicable federal, state, local and foreign laws, statutes, rules, regulations, requirements,
decisions and orders relating to pollution or the protection of the environment or natural resources, or to hazardous or toxic
substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and
are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable
Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential
liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or
remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge
of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii)
above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum, (x) there are no proceedings
that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental
Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary
sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance
with, or liabilities or other obligations under, Environmental Laws, and (z) none of the Company and its subsidiaries anticipates
capital expenditures relating to any Environmental Laws except in the case of (y) and (z) above, for any such matters as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(ww) Hazardous Substances. Except as
otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum or as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, there has been no storage, generation, transportation, handling,
treatment, disposal, discharge, emission, or other release of any kind of hazardous or toxic substances or wastes, pollutants,
contaminants or products, by, due to or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge,
any other entity (including any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or could reasonably
be expected to be liable) upon any of the property now or previously owned, leased or operated by the Company or any of its subsidiaries,
or upon any other property, in violation of any Environmental Laws or in a manner or to a location that could reasonably be expected
to give rise to any liability under Environmental Laws.


 




    	 	-16-	 



     


    

 


(xx) ERISA Compliance. Except as otherwise
disclosed in the General Disclosure Package and the Final Offering Memorandum or as would not reasonably be expected to have a
Material Adverse Effect, (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or any of its subsidiaries would have any liability
(each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes,
orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);
(ii) to the knowledge of the Company, no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of
the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption;
and (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, (x) no “accumulated
funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected
to occur, (y) the fair market value of the assets of such Plan is equal to or exceeds the present value of all benefits accrued
under such Plan (determined based on those assumptions used to fund such Plan) and (z) no “reportable event” (within
the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur.


 


(yy) Brokers. Neither the Company nor
any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that
would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage commission, finder’s fee or
like payment in connection with the offering and sale of the Securities.


 


(zz) No Outstanding Loans or Other Indebtedness.
  No relationship, direct or indirect, exists between or among any of Company or any affiliate of the Company, on
the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any affiliate of the Company,
on the other hand, which is required by the Exchange Act to be disclosed in Item 13 of an Annual Report on Form 10-K which is not
so disclosed in the General Disclosure Package. There are no outstanding loans, advances (except advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the
benefit of any of the executive officers or directors of the Company or any of their respective family members.


 


(aaa) Sarbanes-Oxley Compliance. The
Company and its subsidiaries and, to the knowledge of the Company, their respective officers and directors are in compliance in
all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,”
which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).


 


(bbb) Statistical and Market-Related Data.
Any statistical, demographic, market-related and similar data included or incorporated by reference in each of the General
Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Company believes to be reliable
and accurate and believes to reflect accurately the materials upon which such data is based or from which it was derived.


 


(ccc) Officer’s Certificates. Any
certificate signed by an officer of the Company and delivered to the Representatives pursuant to this Agreement shall be deemed
to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein.


 




    	 	-17-	 



     


    

 


Section
2. Purchase, Sale and Delivery of the Securities.


 


(a) The Firm Notes. The Company agrees
to sell to the several Initial Purchasers the Firm Notes upon the terms herein set forth. On the basis of the representations,
warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers
agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Notes set forth opposite
their names on Schedule A at a purchase price of 97.125% of the aggregate principal amount.


 


(b) The Closing Date. Delivery of certificates
for the Firm Notes to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 (or such other place as may be agreed to by the Company and the Representatives)
at 9:00 A.M. New York City time, on November 16, 2015 or such other time and date not later than 1:30 P.M. New York City time,
on November 23, 2015, as the Representatives shall designate by notice to the Company (the time and date of such closing are called
the “Closing Date”).


 


(c) The Optional Notes; the Subsequent Closing
Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but
subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase,
severally and not jointly, up to $18,750,000 aggregate principal amount of Optional Notes from the Company at a purchase price
of 97.125% of the aggregate principal amount, solely to cover over-allotments, if any. The option granted hereunder may be exercised
at any time and from time to time upon notice by the Representatives to the Company, provided that the Subsequent Closing Date
(as defined below) related to any such notice occurs during the 13 day period beginning on, and including, the Closing Date. Such
notice shall set forth (i) the aggregate principal amount of Optional Notes as to which the Initial Purchasers are exercising the
option, (ii) the names and denominations in which the certificates for the Optional Notes are to be registered and (iii) the time,
date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than,
the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of certificates
for the Firm Notes and the Optional Notes). Each time and date of delivery, if subsequent to the Closing Date, is called a “Subsequent
Closing Date” and shall be determined by the Representatives and shall not be earlier than three nor later than five
full business days after delivery of such notice of exercise. If any Optional Notes are to be purchased, each Initial Purchaser
agrees, severally and not jointly, to purchase the principal amount of Optional Notes (subject to such adjustments to eliminate
unauthorized denominations as the Representatives may determine) that bears the same proportion to the total principal amount of
Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule A opposite the name of such Initial
Purchaser bears to the total principal amount of Firm Notes.


 


(d) Payment for the Securities. Payment
for the Securities shall be made at the Closing Date (and, if applicable, at any Subsequent Closing Date) by wire transfer of immediately
available funds to a bank account designated by the Company.


 




    	 	-18-	 



     


    

 


It is understood that Wells Fargo Securities,
LLC (“Wells Fargo”) has been authorized, for its own account and the accounts of the several Initial Purchasers,
to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Notes and any Optional Notes the Initial
Purchasers have agreed to purchase. Wells Fargo, individually and not as the Representative of the Initial Purchasers, may (but
shall not be obligated to) make payment for any Securities to be purchased by any Initial Purchaser whose funds shall not have
been received by the Representatives by the Closing Date or any Subsequent Closing Date, as the case may be, for the account of
such Initial Purchaser, but any such payment shall not relieve such Initial Purchaser from any of its obligations under this Agreement.


 


(e) Delivery of the Securities.  The
Company shall deliver, or cause to be delivered, to Wells Fargo for the accounts of the several Initial Purchasers the Firm Notes
in the form of one or more permanent global securities in definitive form (the “Global Notes”), deposited with
the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, at the Closing Date, against
the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company
shall also deliver, or cause to be delivered, to Wells Fargo for the accounts of the several Initial Purchasers, the Optional Notes
in the form of Global Notes, deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee
for DTC, which the Initial Purchasers have agreed to purchase at the Closing Date (or any Subsequent Closing Date, as applicable),
against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor.
The Securities shall be registered in such names and principal amounts as the Initial Purchasers shall have requested at least
two full business days prior to the Closing Date (or any Subsequent Closing Date, as applicable) and shall be made available for
inspection on the business day preceding the Closing Date (or any Subsequent Closing Date, as applicable) at a location in New
York City as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in
this Agreement is a further condition to the obligations of the Initial Purchasers.


 


Section
3. Covenants. The Company covenants and agrees with each Initial Purchaser as follows:


 


(a) Notice and Effect of Material Events.
If at any time prior to the completion of resales of the Securities by the Initial Purchasers, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers or for the Company, to amend
or supplement the General Disclosure Package or the Final Offering Memorandum in order that the General Disclosure Package or the
Final Offering Memorandum, as the case may be, will not include any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it
is delivered to a Subsequent Purchaser, the Company will promptly (A) give the Representatives notice of such event and (B) prepare
any amendment or supplement as may be reasonably necessary to correct such statement or omission and, a reasonable amount of time
prior to any proposed use or distribution, furnish the Representatives with copies of any such amendment or supplement, provided
that, unless in the opinion of counsel to the Company the use or distribution of such amendment or supplement is necessary to maintain
compliance with applicable law, the Company shall not use or distribute any such amendment or supplement to which the Representatives
or counsel for the Initial Purchasers shall reasonably object. The Company will furnish to the Initial Purchasers such number of
copies of such amendment or supplement as the Initial Purchasers may reasonably request.


 




    	 	-19-	 



     


    

 


(b) Reporting Requirements. Until the
completion of resales of the Securities by the Initial Purchasers, the Company will file all documents which are required to be
filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the rules and regulations
of the NASDAQ Global Select Market (“NASDAQ”). The Company has given the Representatives notice of any filings
made or to be made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Company will give the Representatives
notice of its intention to make any such filing from the Applicable Time to the Closing Date (or any Subsequent Closing Date, as
applicable) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed
filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Initial
Purchasers shall reasonably object.


 


(c) Copies of the Offering Memorandum. The
Company has delivered to each Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum (as amended
or supplemented) and documents incorporated by reference therein as such Initial Purchaser reasonably requested, and the Company
hereby consents to the use of such copies. The Company will furnish to each Initial Purchaser, without charge, such number of copies
of the Final Offering Memorandum (as amended or supplemented) and documents incorporated by reference therein as such Initial Purchaser
may reasonably request, and the Company hereby consents to the use of such copies.


 


(d) Blue Sky and Foreign Securities Law Compliance.
 The Company shall cooperate with the Representatives and counsel for the Initial Purchasers to qualify or register the Securities
for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities
laws or other foreign laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue
such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. The Company
shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process
in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.
The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption
relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding known
by the Company for any such purpose, and in the event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible
moment.


 




    	 	-20-	 



     


    

 


(e) [reserved]


 


(f) Agreement Not to Offer or Sell Additional
Common Stock. During the period commencing on the date hereof and ending on the 60th day following the date of the Final Offering
Memorandum, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the
sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer
or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within
the meaning of Rule 16a-1(h) under the Exchange Act, or enter into any swap or any other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or otherwise dispose of or
transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of),
or announce the offering of, or file any registration statement (other than a registration statement on Form S-8) under the Securities
Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable
or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the
Securities or in connection with any conversion of a Note into any Conversion Shares). The foregoing sentence shall not apply to
(i) the issuance and sale of the Securities under this Agreement, (ii) the issuance of Conversion Shares, (iii) the issuance of
shares of Common Stock or options to purchase Common Stock, or Common Stock upon exercise of options, pursuant to any stock option,
stock bonus or other stock plan or arrangement described in, or incorporated by reference into, the General Disclosure Package
and the Final Offering Memorandum, (iv) the entry into the Base Warrant Confirmations and any Additional Warrant Confirmations,
or the issuance by the Company of any Common Stock upon settlement or termination of the warrant transactions evidenced by the
Base Warrant Confirmations and any Additional Warrant Confirmations, or (v) the issuance of up to an aggregate of 5% of the Company’s
outstanding Common Stock in connection with any strategic transaction that includes a commercial relationship involving the Company
and other entities (including but not limited to joint ventures, marketing or distribution arrangements, collaboration agreements
or intellectual property license agreements) for cash to one or more of such entities that are party to such transaction; provided,
however, that in the case of subclause (v) the recipients of such Common Stock shall agree, for the benefit of the Representatives,
to be bound by the restrictions set forth in Exhibit A hereto.


 


(g) Compliance with Sarbanes-Oxley Act. 
Until completion of the resales of the Securities by the Initial Purchasers, the Company will comply in all material respects with
all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and use
its commercially reasonable efforts to cause the Company’s directors and officers, in their capacities as such, to comply
in all material respects with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley
Act.


 


(h) No Manipulation of Price. The Company
will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of
the Company.


 


(i) Listing. On or prior to the Closing
Date, the Maximum Number of Underlying Securities and the Initial Warrant Securities referenced in Section 1(k) hereof shall be
approved for listing on NASDAQ, subject to notice of issuance. The Company will use its reasonable best efforts to maintain the
listing of such shares of Common Stock on NASDAQ. Upon satisfaction of the Share Conditions, the Company will apply for the listing
of the Subsequent Warrant Securities on NASDAQ and, once such securities are so listed, the Company will use its reasonable best
efforts to maintain the listing of the Subsequent Warrant Securities on NASDAQ.


 




    	 	-21-	 



     


    

 


(j) Available Common Shares. The Company
will reserve and keep available at all times, free of pre-emptive rights, the Maximum Number of Underlying Securities, the Initial
Warrant Securities referenced in Section 1(k) hereof and, upon satisfaction of the Share Conditions, the Subsequent Warrant Securities
referenced in Section 1(k) hereof, for the purpose of enabling the Company to satisfy all obligations to issue Conversion Shares
and the Warrant Securities, as the case may be.


 


The Representatives, on behalf of the several
Initial Purchasers, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing
covenants or extend the time for their performance.


 


Section 4. Payment of Expenses.
The Company agrees to pay all costs, fees and expenses incurred
in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including
without limitation (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving
costs), (ii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (iii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iv)
all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v)
all costs and expenses incurred in connection with the preparation, printing, shipping and distribution of the Preliminary Offering
Memorandum (including financial statements, exhibits, schedules, consents and certificates of experts), any Issuer Written Information,
the Final Term Sheet and the Final Offering Memorandum (including financial statements, exhibits, schedules, consents and certificates
of experts), and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses
incurred by the Company or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky
laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue
Sky Survey” or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations
and exemptions, (vii) all costs and expenses incident to listing the Maximum Number of Underlying Securities and the Warrant Securities
on NASDAQ, (viii) any filing fees incident to, and the reasonable fees and expenses of counsel for the Initial Purchasers in connection
with, the Financial Industry Regulatory Authority, Inc.’s (“FINRA’s”) review and approval of the
Initial Purchasers’ participation in the offering and distribution of the Securities, (ix) expenses and taxes incident to
the sale and delivery of the Securities to be sold to the Initial Purchasers hereunder, (x) any fees charged by rating agencies
for the rating of the Securities, (xi) the costs and expenses of the Company relating to investor presentations on any “road
show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses
associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show
slides and graphics, and fees and expenses of any consultants engaged by the Company in connection with the road show presentations,
if any, (xii) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading on any appropriate
market system and (xiii) all other cost and expenses incident to the performance of the obligations of the Company hereunder for
which provision is not otherwise made in this Section. Except as provided in this Section 4, Section 7, Section 9 and Section
10 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.


 




    	 	-22-	 



     


    

 


Section 5. Conditions of the Obligations
of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided
herein on the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date, shall be subject to the accuracy
of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of
the Closing Date as though then made, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the
following additional conditions:


  


(a) Accountants’ Comfort Letter. On
the date hereof, the Representatives shall have received from BDO USA, LLP, independent registered public accounting firm for the
Company, one or more “comfort letters” dated the date hereof addressed to the Initial Purchasers, in form and substance
satisfactory to the Representatives, covering the financial information in the General Disclosure Package, the Final Offering Memorandum
and other customary matters.


 


(b) No Material Adverse Change. For the
period from and after the date of this Agreement, or the respective dates as of which information is given in the General Disclosure
Package, and prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date:


 


(i)  there shall not have
occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a
possible change that does not indicate the direction of the possible change, in the rating accorded the Company of any of the securities
of the Company or any of its subsidiaries or in the rating outlook for the Company by any “nationally recognized statistical
rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and


 


(ii)  there shall not have
occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings,
business, management, properties or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the
General Disclosure Package (exclusive of any amendment or supplement thereto) provided to the prospective purchasers of the Securities
that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives,
impracticable to market the Securities on the terms and in the manner contemplated in the General Disclosure Package (exclusive
of any amendment or supplement thereto).


 


(c) Opinions of Counsel for the Company.
The Initial Purchasers shall have received (i) an opinion on each of the Closing Date and any Subsequent Closing Date and (ii)
a negative assurance letter on the Closing Date, in each case of Lowenstein Sandler LLP, counsel for the Company, dated as of such
date, in form and substance reasonably satisfactory to the Representatives.


 




    	 	-23-	 



     


    

 


(d) Opinion of Regulatory Counsel. The
Initial Purchasers shall have received an opinion on each of the Closing Date and any Subsequent Closing Date of Steven Rogers,
the Company’s General Counsel , dated as of such date, in form and substance reasonably satisfactory to the Representatives,
with respect to such matters as may be reasonably requested by the Initial Purchasers.


 


(e) Opinion of Counsel for the Initial Purchasers.
The Initial Purchasers shall have received (i) an opinion on each of the Closing Date and any Subsequent Closing Date and (ii)
a negative assurance letter on the Closing Date, in each case of Davis Polk & Wardwell LLP, counsel for the Initial Purchasers,
dated as of such date, with respect to such matters as may be reasonably requested by the Initial Purchasers.


 


(f) Officers’ Certificate. The
Initial Purchasers shall have received on the Closing Date a certificate dated as of the Closing Date and signed, on behalf of
the Company, by the Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer
of the Company to the effect set forth in Sections 5(b)(i) and 5(b)(ii), and further to the effect that the representations and
warranties of the Company contained in this Agreement were true and correct as of the Applicable Time and are true and correct
as of the Closing Date; that the Company has complied with all of the agreements and satisfied all of the conditions on their part
to be performed or satisfied hereunder on or before the Closing Date; and that the sale of the Securities has not been enjoined
(temporarily or permanently).


 


(g) Bring-down Comfort Letter. On the
Closing Date, the Representatives shall have received from BDO USA, LLP, independent registered public accounting firm for the
Company, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm
the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that it shall cover any
amendment or supplement to the Final Offering Memorandum and the specified date referred to therein for the carrying out of procedures
shall be no more than three business days prior to the Closing Date.


 


(h) Indenture. On the Closing Date, the
Company and the Trustee shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Initial
Purchasers, and the Initial Purchasers shall have received executed copies thereof.


 


(i) Sale of Securities Not Enjoined.
The sale of the Securities shall not be enjoined (temporarily or permanently) on the Closing Date or the Subsequent Closing Date,
as applicable.


 


(j) Lock-Up Agreement from Directors and
Executive Officers of the Company. On or prior to the date hereof, the Company shall have furnished to the Representatives
agreements in the forms set forth in Exhibit A hereto from each director and executive officer of the Company and such agreement
shall be in full force and effect on each of the Closing Date and any Subsequent Closing Date.


 


(k) Exchange Listing. On or prior to
the Closing Date, an application for the listing of the Maximum Number of Underlying Securities and the Initial Warrant Securities
described in Section 1(k) hereof shall have been approved for listing on NASDAQ, subject in each case to official notice of issuance.


 




    	 	-24-	 



     


    

 


(l) Amendment of A&R Credit Agreement.
On or prior to the Closing Date, (i) the Company shall have executed and delivered that certain Amendment No. 1 to the A&R
Credit Agreement in substantially the form provided to the Initial Purchasers prior to the date hereof and (ii) the Initial Purchasers
shall have received a certificate signed by the Chief Executive Officer or President of the Company and the Chief Financial Officer
or Chief Accounting Officer of the Company to the effect that the conditions to the effectiveness of such amendment have been satisfied.


 


(m) Additional Documents. On or before
each of the Closing Date and any Subsequent Closing Date, the Representatives and counsel for the Initial Purchasers shall have
received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon
the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified in this Section 5
is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the
Company at any time on or prior to the Closing Date and, with respect to the Optional Notes, at any time prior to the applicable
Subsequent Closing Date, which termination shall be without liability on the part of any party to any other party, except that
Section 4, Section 7, Section
9 and Section 10 shall at all times be effective and shall
survive such termination.


 


Section
6. Subsequent Offers and Resales of the Securities.


 


(a) Covenants of the Company.
The Company covenants with each Initial Purchaser as follows:


 


(i)  offers and sales of
the Securities shall be made to such persons and in such manner as is contemplated by the Offering Memorandum;


 


(ii)  the Company has not
entered into any contractual arrangement, other than this Agreement, with respect to the distribution of the Securities or any
shares of Common Stock issuable upon conversion of the Securities, and the Company will not enter into any such arrangement except
as contemplated thereby;


 


(iii)  no general solicitation
or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be engaged in the United States in connection
with the offering or sale of the Securities, other than Permitted General Solicitations;


 


(iv)  each of the Securities
will bear, to the extent applicable, the legend contained in “Transfer Restrictions” in the General Disclosure Package
and the Final Offering Memorandum for the time period and upon the other terms stated therein;


 




    	 	-25-	 



     


    

 


(v)  the Company agrees
that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy, sell or make any offer
or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of “integration”
referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the
sale of the offered Securities by the Company to the Initial Purchasers, (ii) the resale of the offered Securities by the
Initial Purchasers to Subsequent Purchasers or (iii) the resale of the offered Securities by such Subsequent Purchasers to
others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or
by Rule 144A thereunder or otherwise;


 


(vi)  the Company agrees
that, in order to render the offered Securities eligible for resale pursuant to Rule 144A, while any of the offered Securities
remain outstanding, it will make available, upon request, to any holder of offered Securities or prospective purchasers of Securities
the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13
or 15(d) of the Exchange Act; and


 


(vii)  the Company agrees
that any Security that is repurchased or owned by the Company or any of its Affiliates may not be resold by the Company or any
such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements
of the Securities Act in a transaction that results in such Security no longer being a “restricted security” (as such
term is defined under Rule 144(a)(3) under the Securities Act).


 


(b)
Representations, Warranties and Agreements of the Initial Purchasers.


 


(i)  Each
Initial Purchaser severally and not jointly represents and warrants to the Company that it is a “qualified institutional
buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited investor”
within the meaning of Rule 501(a) under the Securities Act.


 


(ii)  Each
Initial Purchaser understands that the Securities have not been and will not be registered under the Securities Act and agrees
with the Company that the Securities will not be offered or sold within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act.


 


(iii)  Each
Initial Purchaser severally represents and warrants to, and agrees with, the Company that it has not offered or sold, and will
not offer or sell, any offered Securities constituting part of its allotment within the United States except in accordance with
Rule 144A or another applicable exemption from the registration requirements of the Securities Act; and, accordingly,
that neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States
by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act)
in the United States, other than Permitted General Solicitations.


 




    	 	-26-	 



     


    

 


(iv)  Each
Initial Purchaser agrees with the Company that it will take commercially reasonable steps to inform, and cause each of its affiliates
(as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) to take reasonable
steps to inform, persons acquiring Securities from such Initial Purchaser or Affiliate, as the case may be, that the Securities
(A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration
under the Securities Act in reliance on Rule 144A, and (C) may not be offered, sold or otherwise transferred except
(1) to the Company or (2) in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a
Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant
to another available exemption from registration under the Securities Act.


 


(v)  Each
Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that offers and sales of
the Securities shall be made to such persons and in such manner as is contemplated by the Offering Memorandum.


 


Section
7. Reimbursement of Initial Purchasers’ Expenses. If this Agreement
is terminated by the Representatives pursuant to Section
5 or Section 12 (ii),
or if the sale to the Initial Purchasers
of the Securities on the Closing Date
or any Subsequent Closing Date
is not consummated because of any refusal, inability or failure on the part of the Company
to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company shall be unable to perform its obligations under
this Agreement, the Company will
reimburse the Initial Purchasers,
severally, upon demand for all accountable out-of-pocket expenses that shall have been reasonably incurred by the Representatives
and the Initial Purchasers in connection
with this Agreement or the offering contemplated hereunder.


 


Section
8. Effectiveness of this Agreement. This Agreement shall
become effective upon the execution of this Agreement by the parties hereto.


 


Section
9. Indemnification.


 


(a) Indemnification of the Initial Purchasers
by the Company.  The Company agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates and its and their
respective directors, officers, employees and agents, and each person, if any, who controls any Initial Purchaser within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loss, claim, damage, liability
or expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating
any such action or claim, as such expenses are incurred) caused by any untrue statement or alleged untrue statement of a material
fact contained in the Preliminary Offering Memorandum, the General Disclosure Package, the information contained in the Final Term
Sheet, any Issuer Written Information prepared by or on behalf of, used by, referred to or approved by the Company, or the Final
Offering Memorandum, or any amendment or supplement to the foregoing, or caused by the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with the Initial Purchaser Information (as defined
below). The indemnity set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.


 




    	 	-27-	 



     


    

 


(b) Indemnification of the Company and its
Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company,
each of its directors, each of its officers and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such
Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company by such Initial
Purchaser through the Representatives for use in the Preliminary Offering Memorandum, General Disclosure Package, the Final Term
Sheet, any Issuer Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The Company hereby
acknowledges that the only such information are the statements set forth in the first paragraph under the subheading “Commissions
and Discounts,” the second and third sentences in the first paragraph under the subheading “Notes Are Not Being Registered,”
the fourth and fifth sentences in the paragraph under the subheading “New Issue of Notes,” the first and second paragraphs
under the subheading “Price Stabilization, Short Positions,” in each case under the caption “Plan of Distribution”
in the Preliminary Memorandum and the Final Offering Memorandum (collectively, the “Initial Purchaser Information”).
The indemnity set forth in this Section 9(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise
have.


 


(c) Notifications and Other Indemnification
Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify
the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action
and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any liability other than the indemnification obligation provided in paragraph
(a) or (b) above. In case any such action is brought against any indemnified party and such indemnified party seeks or intends
to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that
it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that
there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense
of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate
counsel (other than local counsel), representing the indemnified parties who are parties to such action), (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be
at the expense of the indemnifying party; (iii) the indemnifying party and the indemnified party shall have mutually agreed to
the contrary; or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the indemnified party. The firm referred to in clause (i) of the immediately
preceding sentence shall be designated in writing by the Representatives, in the case of the parties indemnified pursuant to Section
9(a), and by the Company, in the case of parties indemnified pursuant to Section 9(b).


 




    	 	-28-	 



     


    

 


(d) Settlements. The indemnifying party
under this Section 9 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for
fees and expenses of counsel as contemplated by Section 9(b) hereof, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request as contemplated by Section 9(b) prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise
or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.


 





Section
10. Contribution. If the indemnification provided for in Section 9 is for any reason unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred
to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other
hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company, on the one hand, and the Initial Purchasers, on the other hand, in
connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits
received by the Company, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from
the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total initial
purchasers’ discount received by the Initial Purchasers, bear to the aggregate initial offering price of the Securities
as set forth on the cover of the Final Offering Memorandum. The relative fault of the Company, on the one hand, and the Initial
Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate
representation or warranty relates to information supplied by the Company, on the one hand, or the Initial Purchasers, on the
other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. 




    	 	-29-	 



     


    

 


The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in Section 9(b), any legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim. The provisions set forth in Section 9(b) with respect to notice of commencement of any action
shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional
notice shall be required with respect to any action for which notice has been given under Section 9(b) for purposes of indemnification.


 


Each of the Company and the Initial Purchasers
agrees that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 10.


 


Notwithstanding the provisions of this Section
10, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the
Securities purchased by it and resold to investors were offered to investors exceeds the amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations
to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective commitments as set forth
opposite their names in Schedule A. For purposes of this Section 10, each Affiliate, director, officer, employee and agent
of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each
director of the Company, each officer of the Company and each person, if any, who controls the Company within the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution as the Company.


 




    	 	-30-	 



     


    

 







Section 11. Default of One or More of the
Several Initial Purchasers. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the
several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such
date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but
failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such
date, the other Initial Purchasers shall be obligated, severally, in the proportions that the principal amount of Firm Notes set
forth opposite their respective names on Schedule A bears to the aggregate principal amount of Firm Notes set forth opposite
the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Representatives
with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser
or Initial Purchasers agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date,
as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate principal
amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to
be purchased on such date, and arrangements satisfactory to the Representatives for the purchase of such Securities are not made
within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that
the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination.
In any such case any of the Representatives or the Company shall have the right to postpone the Closing Date or a Subsequent Closing
Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, to the General
Disclosure Package and the Final Offering Memorandum or any other documents or arrangements may be effected.


 


As used in this Agreement, the term “Initial
Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 11. Any
action taken under this Section 11 shall not relieve any defaulting Initial Purchaser from liability in respect of any default
of such Initial Purchaser under this Agreement. 




 





Section
12. Termination of this Agreement. Prior to the Closing Date this Agreement may be terminated by the Representatives
by notice given to the Company if at any time (i) trading generally shall have been suspended or materially limited on, or by,
as the case may be, any of the New York Stock Exchange, NASDAQ or the over the counter market, (ii) trading of any securities
issued or guaranteed by the Company shall have been suspended or materially limited on any exchange or in any over the counter
market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant
jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or
New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial
markets or any change or development involving a prospective change in national or international political, financial or economic
conditions, or any calamity or crisis that, in the Representatives’ judgment, is material and adverse and which, singly
or together with any other event specified in this clause (v), makes it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the
General Disclosure Package or the Final Offering Memorandum.







 




    	 	-31-	 



     


    

 


Section
13. No Advisory or Fiduciary Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale
of the Securities pursuant to this Agreement, including the determination of the initial offering price of the Securities and
any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and
the several Initial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction
contemplated hereby and the process leading to such transaction each Initial Purchaser is and has been acting solely as a principal
and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or
any other party; (iii) no Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor
of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether
such Initial Purchaser has advised or is currently advising the Company on other matters) and no Initial Purchaser has any obligation
to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement;
(iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and that the several Initial Purchasers have no obligation to disclose any of
such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Initial Purchasers have not provided any
legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its
own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.


 


This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company and the several Initial Purchasers, or any of them, with respect
to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the
Company may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty
relating to the transactions contemplated in this Agreement.


 


Section
14. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations,
warranties and other statements of the Company, of its officers, and of the several Initial Purchasers set forth in or made pursuant
to this Agreement (i) will remain operative and in full force and effect, regardless of any (A) investigation, or statement as
to the results thereof, made by or on behalf of any Initial Purchaser, the officers or employees of any Initial Purchaser, or
the Company, the officers or employees of the Company, or any person controlling the Company, as the case may be or (B) acceptance
of the Securities and payment for them hereunder and (ii) will survive delivery of and payment for the Securities sold hereunder
and any termination of this Agreement.


 


Section
15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied
and confirmed to the parties hereto as follows:


 


If to the Representatives:


 


Wells Fargo Securities,
LLC

375 Park Avenue

New York, NY 10152

Facsimile: (212) 214-5918

Attention: Equity Syndicate Department


 




    	 	-32-	 



     


    

 


and


 


J.P. Morgan Securities
LLC

383 Madison Avenue

New York, NY 10179

Facsimile: (212) 622-8358)

Attention: Equity Syndicate Desk


 


with a copy to:


 


Davis Polk &
Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Facsimile: (212) 450-4762

Attention: Sophia Hudson


 


If to the Company:


 


Aceto Corporation

4 Tri Harbor Court


Port Washington,
NY 11050

Attention: Steven S. Rogers, Senior Vice President and General Counsel


 


With a copy to:


 


Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY 10020

Attention: Steven E. Siesser


 


Any party hereto may change the address for
receipt of communications by giving written notice to the others.


 


Section
16. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any
substitute Initial Purchasers pursuant to Section 11 hereof, and to the benefit of (i) the Company, its directors, officers, employees
and agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act and any officer of the Company, (ii) the Initial Purchasers, the officers, directors, employees and agents
of the Initial Purchasers, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act
and the Exchange Act, and (iii) the respective successors and assigns of any of the above, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors
and assigns” shall not include a purchaser of any of the Securities from any of the several Initial Purchasers merely because
of such purchase.


 




    	 	-33-	 



     


    

 


Section
17. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this
Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section,
paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to
be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section
18. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.


 


Section
19. General Provisions. This Agreement may be executed in two or more counterparts, each one of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be
amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience
of the parties only and shall not affect the construction or interpretation of this Agreement.


 


Each of the parties hereto acknowledges that
it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof,
including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section
10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions
of Sections 9 and 10
hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business
in order to assure that adequate disclosure has been made in the Preliminary Offering Memorandum and the Final Offering Memorandum
(and any amendments and supplements thereto).


 




    	 	-34-	 



     


    

 


If the foregoing is in
accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon
this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	ACETO CORPORATION
	 	 	 
	 	By:	/s/ Salvatore Guccione
	 	 	Name:  Salvatore Guccione
	 	 	Title:    Chief Executive Officer


 


[Signature Page to
Purchase Agreement]


 




     


     


    

 


The foregoing Purchase Agreement is hereby confirmed
and accepted by the Representatives as of the date first above written.


 


WELLS FARGO SECURITIES, LLC

J.P. MORGAN SECURITIES LLC


 


Acting as Representatives of the

several Initial Purchasers named in

the attached Schedule A.


 


By: Wells Fargo Securities,
LLC


 


	By:	/s/ Craig McCracken	 
	 	Name: Craig McCracken	 
	 	Title:   Managing Director	 


 


By: J.P. Morgan Securities LLC


 


	By:	/s/ Tim Oeljeschlager	 
	 	Name:  Tim Oeljeschlager	 
	 	Title:  Executive Director	 


 


[Signature Page to
Purchase Agreement]


 




     


     


    




 


	 	 	SCHEDULE A	 
	 	 	 	 
	Initial Purchasers	 	Principal 

Amount of Firm 

Notes to be

 Purchased	 
	Wells Fargo Securities, LLC	 	$	61,413,000	 
	J.P. Morgan Securities LLC	 	 	45,109,000	 
	Citigroup Global Markets Inc.	 	 	13,043,000	 
	Craig-Hallum Capital Group LLC	 	 	5,435,000	 
	Total	 	$	125,000,000	 



 




     


     


    

 


SCHEDULE B


 


Pricing Term Sheet


 


Attached.


 






     


     

    

  


	PRICING TERM SHEET	Strictly Confidential
	Dated November 10, 2015	 


 


Aceto Corporation

$125,000,000

2.00% Convertible Senior Notes due 2020


 


The information in this pricing term sheet
(this “Pricing Term Sheet”) supplements Aceto Corporation’s preliminary offering memorandum, dated November 9,
2015 (the “Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum
only to the extent inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this Pricing
Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, including all other documents incorporated
by reference therein. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary
Offering Memorandum. All references to dollar amounts are references to U.S. dollars. 


 


	Issuer:	Aceto Corporation, a New York corporation.
	 	 
	Ticker / Exchange for Common Stock:	ACET / The NASDAQ Global Select Market (“NASDAQ”).
	 	 
	Title of Securities:	2.00% Convertible Senior Notes due 2020 (the “Notes”).
	 	 
	Aggregate Principal Amount Offered:	$125,000,000 aggregate principal amount of Notes.
	 	 
	Initial Purchasers’ Option to Purchase Additional Notes:	$18,750,000 aggregate principal amount of Notes.
	 	 
	Trade Date:	November 11, 2015.
	 	 
	Expected Settlement Date:	November 16, 2015.
	 	 
	Issue Price:	The Notes will be issued at a price of 100% of their principal amount.
	 	 
	Maturity:	The Notes will mature on November 1, 2020, unless earlier repurchased or converted.
	 	 
	Interest Rate:	2.00% per year.
	 	 
	Interest Payment Dates:	Interest will accrue from the Expected Settlement Date and will be payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2016.
	 	 
	NASDAQ Last Reported Sale Price on November 10, 2015:	$25.55 per share of the Issuer’s common stock.
	 	 
	Conversion Premium:	Approximately 30% above the NASDAQ Last Reported Sale Price on November 10, 2015.
	 	 
	Initial Conversion Price: 	Approximately $33.21 per share of the Issuer’s common stock.
	 	 
	Initial Conversion Rate:	30.1069 shares of the Issuer’s common stock per $1,000 principal amount of Notes.


 



     


     

     


	Use of Proceeds:	
        The Issuer estimates that the proceeds from
        the offering will be approximately $120.5 million (or $138.7 million if the initial purchasers exercise their option to purchase
        additional Notes in full), after deducting the initial purchasers’ estimated discounts and commissions and the estimated
        expenses of the offering. The Issuer expects to use approximately $77.3 million of the net proceeds from the offering to repay
        indebtedness under its existing credit facilities. In addition, the Issuer expects to use a portion of the net proceeds from the
        offering to pay the cost of the convertible note hedge transactions described below (approximately $11.7 million after such cost
        is partially offset by the proceeds to the Issuer from the warrant transactions). The remaining net proceeds from the offering
        will be used for general corporate purposes, which may include funding research, development and product manufacturing, acquisitions
        or investments in businesses, products or technologies that are complementary to the Issuer’s own, increasing the Issuer’s
        working capital and funding capital expenditures. See “Use of Proceeds” in the Preliminary Offering Memorandum.

         

        If the initial purchasers exercise their option
        to purchase additional Notes, the Issuer expects to sell additional warrants and use a portion of the net proceeds from the sale
        of such additional Notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible
        note hedge transactions with the Option Counterparties (as defined below) and for the same general corporate purposes specified
        herein.

	 	 
	Convertible Note Hedge and Warrant Transactions:	
        In connection with the pricing of the Notes,
        the Issuer entered into convertible note hedge transactions with Wells Fargo Bank, National Association and JPMorgan Chase Bank,
        National Association (the “Option Counterparties”), affiliates of certain of the initial purchasers. The convertible
        note hedge transactions are expected generally to reduce potential dilution to the Issuer’s common stock and/or offset any
        cash payments the Issuer may be required to make in excess of the principal amount of the converted Notes upon any conversion of
        Notes. However, the warrant transactions could separately have a dilutive effect to the extent that the market value per share
        of the Issuer’s common stock as measured over the applicable valuation period at the maturity of the warrants exceeds the
        applicable strike price of the warrants. If the initial purchasers exercise their option to purchase additional Notes, the Issuer
        expects to enter into additional convertible note hedge and warrant transactions with the Option Counterparties.

         

        In connection with establishing their initial
        hedge of the convertible note hedge and warrant transactions, the Option Counterparties and/or their respective affiliates expect
        to enter into various derivative transactions with respect to the Issuer’s common stock and/or purchase the Issuer’s
        common stock in secondary market transactions concurrently with or shortly after the pricing of the Notes. This activity could
        increase (or reduce the size of any decrease in) the market price of the Issuer’s common stock or the Notes at that time.



 


 



    	 	-2-	 



     

     


	 	In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Issuer’s common stock and/or purchasing or selling such common stock or other securities of the Issuer in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during any observation period related to a conversion of Notes).  This activity could also cause or avoid an increase or a decrease in the market price of the Issuer’s common stock or the Notes, which could affect the ability of the holders of the Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that holders of the Notes will receive upon conversion of the Notes.  See “Risk Factors—Risks Related to the Notes—The convertible note hedge and warrant transactions may affect the value of the notes and our common stock” and “Plan of Distribution—Convertible Note Hedge and Warrant Transactions” in the Preliminary Offering Memorandum.
	 	 
	Joint Book-Running Managers:	Wells Fargo Securities, LLC

J.P. Morgan Securities LLC
	 	 
	Senior Co-Manager:	Citigroup Global Markets Inc. 
	 	 
	Co-Manager:	Craig-Hallum Capital Group LLC
	 	 
	CUSIP Number:	004446 AC4
	 	 
	ISIN:	US004446AC42
	 	 
	Capitalization:	The amount opposite “Total capitalization” on page 18 of the Preliminary Offering Memorandum under the “Actual” column is amended to instead read “385,683”.
	 	 
	Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change:	The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of Notes for a holder that converts its Notes in connection with a make-whole fundamental change (as defined in the Preliminary Offering Memorandum) for each stock price and effective date set forth below:


  


 


	 	 	Stock Price	 
	Effective Date	 	$25.55	 	 	$30.00	 	 	$32.00	 	 	$33.21	 	 	$35.00	 	 	$40.00	 	 	$45.00	 	 	$50.00	 	 	$60.00	 	 	$80.00	 	 	$100.00	 	 	$120.00	 
	November 16, 2015	 	 	9.0320	 	 	 	6.1837	 	 	 	5.2678	 	 	 	4.7934	 	 	 	4.1826	 	 	 	2.9123	 	 	 	2.0749	 	 	 	1.5056	 	 	 	0.8232	 	 	 	0.2584	 	 	 	0.0675	 	 	 	0.0027	 
	November 1, 2016	 	 	9.0320	 	 	 	5.8990	 	 	 	4.9616	 	 	 	4.4800	 	 	 	3.8643	 	 	 	2.6058	 	 	 	1.7996	 	 	 	1.2672	 	 	 	0.6548	 	 	 	0.1833	 	 	 	0.0397	 	 	 	0.0006	 
	November 1, 2017	 	 	9.0320	 	 	 	5.5940	 	 	 	4.6188	 	 	 	4.1229	 	 	 	3.4960	 	 	 	2.2468	 	 	 	1.4804	 	 	 	0.9968	 	 	 	0.4738	 	 	 	0.1114	 	 	 	0.0155	 	 	 	0.0000	 
	November 1, 2018	 	 	9.0320	 	 	 	5.2040	 	 	 	4.1669	 	 	 	3.6489	 	 	 	3.0051	 	 	 	1.7770	 	 	 	1.0796	 	 	 	0.6740	 	 	 	0.2810	 	 	 	0.0506	 	 	 	0.0016	 	 	 	0.0000	 
	November 1, 2019	 	 	9.0320	 	 	 	4.5540	 	 	 	3.4041	 	 	 	2.8509	 	 	 	2.1914	 	 	 	1.0620	 	 	 	0.5364	 	 	 	0.2880	 	 	 	0.0987	 	 	 	0.0116	 	 	 	0.0000	 	 	 	0.0000	 
	November 1, 2020	 	 	9.0320	 	 	 	3.2264	 	 	 	1.1431	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 


 


 



    	 	-3-	 



     

     


The exact stock prices and effective dates may not be set forth
in the table above, in which case


 


	 	·	If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year.


 


	 	·	If the stock price is greater than $120.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.


 


	 	·	If the stock price is less than $25.55 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.


 


Notwithstanding the foregoing, in no event
will the conversion rate per $1,000 principal amount of Notes exceed 39.1389 shares of the Issuer’s common stock, subject
to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion
Rate Adjustments” in the Preliminary Offering Memorandum.


 


 

 


 


This communication
is intended for the sole use of the person to whom it is provided by the sender. This information
does not purport to be a complete description of the Notes or the offering.


 


This communication shall not constitute an
offer to sell or the solicitation of an offer to buy the Notes, or any shares of the Issuer’s common stock issuable upon
conversion of the Notes, nor shall there be any sale of the Notes, or any such shares of the Issuer’s common stock, in any
state in which such solicitation or sale would be unlawful prior to registration or qualification of the Notes or such common stock
under the laws of any such state.


 


Neither the Notes nor the shares of common
stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws, and neither may be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act or any other applicable securities laws. Accordingly, the Notes are being offered and sold only to “qualified
institutional buyers” (as defined in Rule 144A under the Securities Act). The Notes are not transferable except in accordance
with the restrictions described under “Transfer Restrictions” in the Preliminary Offering Memorandum.


 


ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.


 



    	 	-4-	 



     


     










SCHEDULE C


 


Issuer Written Information


 


1. Pricing Term Sheet dated November 10, 2015.


 




     


     


    

 


SCHEDULE D


 


Permitted General Solicitations


 


1. Press Release dated November 9, 2015.


 


2. Press Release to be dated November 11, 2015 (the form and substance
of which have been reviewed with the Representatives).


 




     


     


    

 


ANNEX A


 


Significant Subsidiaries


 





	Name	State or other jurisdiction

of corporation or organization
	Aceto Agricultural Chemicals Corp.	New York
	Rising Pharmaceuticals, Inc.	Delaware







  




     


     


    

 


EXHIBIT A


 


Forms of Lock-Up Agreement


 


November __, 2015


 


Wells Fargo Securities, LLC


J.P. Morgan Securities
LLC


As Representatives of the several Initial
Purchasers


 


c/o


 


Wells Fargo Securities, LLC


375 Park Avenue


New York, NY 10152


 


c/o


J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179


 


Re:    Aceto
Corporation (the “Company”)


 


Ladies and Gentlemen:


 


The undersigned is, or
may during the Lock-Up Period (as defined below) become, an owner of record or beneficially of certain shares of Common Stock,
par value $0.01 per share, of the Company (“Common Stock”) or securities convertible into or exchangeable or
exercisable for Common Stock. The Company proposes to offer its Convertible Senior Notes due 2020 (the “Offering”)
for which you will act as the representatives of the initial purchasers. The undersigned recognizes that the Offering will be of
benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other initial purchasers
are relying on the representations and agreements of the undersigned contained in this agreement (this “Lock-Up Agreement”)
in carrying out the Offering and in entering into arrangements with the Company with respect to the Offering.


 




     


     


    

 


In consideration of the
foregoing, and except as provided in the following paragraph, the undersigned hereby agrees that the undersigned will not (and
will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not
to), without the prior written consent of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC (collectively, the “Representatives”)
(which consent may be withheld in the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or
grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent
position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), enter into any swap or any other agreement
or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common
Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise,
or otherwise dispose of or transfer (or enter into any transaction which is designed to, or could reasonably be expected to, result
in the disposition of), including the participation in the filing of a registration statement with the Securities and Exchange
Commission in respect of, any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable
or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as
defined in Rule 13d-3 under the Exchange Act) by the undersigned (or by the undersigned’s spouse or by an immediate family
member of the undersigned’s spouse or the undersigned living in the undersigned’s household), or publicly announce
an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading
on the date 60 days after the date of the Final Offering Memorandum (the “Lock-Up Period”). In addition, the
undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make
any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock.


 




     


     


    

 


Notwithstanding the foregoing,
the undersigned (and the undersigned’s spouse and the immediate family members of the undersigned’s spouse or the undersigned
living in the undersigned’s household) may (a) transfer the undersigned’s shares of Common Stock (and the shares of
Common Stock of the undersigned’s spouse and of the immediate family members of the undersigned’s spouse or the undersigned
living in the undersigned’s household) (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect
benefit of the undersigned, the undersigned’s spouse or the immediate family members of the undersigned or the undersigned’s
spouse or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests
of which are held by the undersigned, the undersigned’s spouse or the immediate family of the undersigned or the undersigned’s
spouse, (iii) by will or under the laws of descent, (iv) by operation of law, such as pursuant to a qualified domestic order or
in connection with a divorce settlement, or (v) pursuant to a bona fide third-party tender offer for all outstanding shares
of the Company’s Common Stock or a merger, consolidation or other similar transaction approved by the Company’s board
of directors and made to all holders of the Company’s outstanding securities in connection with a Change of Control (as defined
below) of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which
the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or such other securities in connection
with such transaction, or vote any Common Stock or such other securities in favor of any such transaction), provided that in the
event that such tender offer, merger, consolidation or other transaction is not completed, such Common Stock and other securities
held by the undersigned shall remain subject to the provisions of this Lock-Up Agreement; provided further, however, that in the
case of (i), (ii) or (iii) above, it shall be a condition to the transfer that the donee, trustee, legatee, heir, distributee,
or other transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein; provided, further,
that any transfer pursuant to (i), (ii) or (iii) above shall not involve a disposition for value; and provided, that each transferee
pursuant to (i) or (ii) shall sign and deliver to the Representatives a lock-up agreement substantially in the form of this Lock-Up
Agreement; (b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of this Lock-Up Agreement relating to the sale of the undersigned’s
shares of Common Stock, if then permitted by the Company, provided that the securities subject to such plan may not be sold until
after the expiration of the Lock-Up Period; [and] (c) exercise any stock options issued pursuant to the Company’s equity
incentive plans; provided that any securities received upon such exercise will also be subject to this Lock-Up Agreement[; and
(d) offer, sell, transfer or otherwise dispose of in any manner whatsoever, in one or more transactions, an aggregate of 3,000
shares of Common Stock without any restrictions whatsoever and, for the avoidance of doubt, without the consent of the Representatives]1;
and provided, further, that in the case of (a)(i), (a)(ii), (a)(iii), (a)(iv), (b) and (c) above, no filing by the undersigned
or any other party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required
or shall be made voluntarily in connection with such matter (other than a filing on a Form 5 made after the expiration of the Lock-Up
Period or a filing at any time disclosing the exercise of a stock option but not the subsequent sale of the shares of Common Stock
underlying such stock option). For purposes of this Lock-Up Agreement, (x) “immediate family” shall mean any relationship
by blood, marriage or adoption, not more remote than first cousin and (y) “Change of Control” shall mean (i) an amalgamation,
merger, reorganization or consolidation in which the outstanding shares of the Company are converted into or exchanged for cash
or securities of the successor or continuing entity and the holders of the Company’s issued and outstanding voting power
immediately prior to such transaction own less than 50% of the issued and outstanding voting shares of the successor or continuing
entity immediately upon completion of such transaction; or (ii) any transaction or series of related transactions in which 100%
of the Company’s voting power is transferred.


 


The undersigned now has,
and, except as contemplated by clauses (a) (i) through (v) and (d) above, for the duration of this Lock-Up Agreement will have,
good and marketable title to the undersigned’s shares of Common Stock, free and clear of all liens, encumbrances, and claims
whatsoever.


 


The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer
of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned
except in compliance with the foregoing restrictions.


 


 


 






1
Bracketed language applicable for certain executive officers and directors.


 




     


     


    

 


The undersigned understands
that if the purchase agreement between the Company and the Representatives relating to the Offering (the “Purchase Agreement”)
is terminated prior to the delivery of the securities to be sold in the Offering thereunder, then this Lock-Up Agreement shall
be terminated and the undersigned shall be released from the undersigned’s obligations hereunder.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up
Agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement
of the undersigned. This Lock-Up Agreement is irrevocable and will be binding on the undersigned and the respective successors,
heirs, personal representatives, and assigns of the undersigned.


 


The undersigned acknowledges
and agrees that whether or not the Offering actually occurs depends on a number of factors, including market conditions, and that
any Offering will only be made pursuant to the Purchase Agreement, the terms of which are subject to negotiation among the parties
thereto.


 


THIS LOCK-UP AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.