Common use of Rule 144A Information Requirement and Annual Reports Clause in Contracts

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel is not subject to Section 13 or 15(d) of the Exchange Act, Avadel shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificates). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby ordinary shares underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above this Section 4.06 to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable by Holders that are not Affiliates of the Company, as the case may be, without restrictions pursuant to Rule 144 by Holders other than U.S. securities laws or the Company’s terms of this Indenture or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide without cost to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to timeAct. (b) The Company shall file with deliver to the Trustee, within 15 fifteen (15) days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period period, including those provided by Rule 12b-25 under the Exchange ActAct (or any successor thereto)). Notwithstanding the foregoing, the Company shall in no event be required to deliver to, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system (or such successor); provided that the Trustee shall have no obligation to determine whether such documents or reports have been filed via the XXXXX system. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s and/or the Guarantors’ compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel and not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Common Shares represented thereby issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee Trustees and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable Common Shares issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs Common Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of an interest in such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs the Common Shares in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the U.S. Trustee, within 15 30 days after the same are required to be filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor theretosystem) or SEDAR (or any successor system) shall be deemed to be filed with the Trustee Trustees for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX or SEDAR system (or such respective successor), it being understood that the Trustees shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee Trustees is for informational purposes only, and the Trustee’s information and the Trustees’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is Trustees are entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file Initial Notes (including any document or report that it is required to file with the Commission Notes issued pursuant to Section 13 or 15(d) of the Exchange Act, Initial Purchasers’ option to purchase additional Notes as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-Kset forth in the Purchase Agreement), or the Initial Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee[Reserved]. (f) Additional Interest that is payable in accordance with Section 4.06(d) will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the NotesNotes and will be in addition to any Additional Interest that may accrue at the Company’s election pursuant to Section 6.03. (g) The Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall Additional Interest that is payable pursuant to Section 4.06(d), together with any Additional Interest that is payable pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee Trustees an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer Officers of the Trustee receives Trustees receive at the Corporate Trust Office Offices of such a certificateTrustees such certificates, the Trustee Trustees may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee Trustees an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at as of the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)continuing. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP ) and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, Notes or any ADSs deliverable shares of Common Stock issuable upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide without cost to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to timeAct. (b) The Company shall file with deliver to the Trustee, within 15 fifteen (15) days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company or the Guarantor is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period period, including those provided by Rule 12b-25 under the Exchange ActAct (or any successor thereto)). Notwithstanding the foregoing, the Company shall in no event be required to deliver to, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company (or the Guarantor) is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system (or such successor); provided that the Trustee shall have no obligation to determine whether such documents or reports have been filed via the XXXXX system. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, Notes or any ADSs (including the Class A Common Shares represented thereby) deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) thereof shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system or any successor thereof, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If the Notes become convertible into Reference Property consisting in whole or in part of shares of Capital Stock of any parent company of the Company pursuant to the terms of this Indenture described under Section 14.07 and such parent company provides a full and unconditional guarantee of the notes, the U.S. Securities and Exchange Commission reports of such parent company shall be deemed to satisfy the foregoing reporting requirements. (c) Delivery of the reports and documents described in subsection (b) above this Section 4.06 to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) as described above, as the case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does do not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 375th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (including any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel either the Company or the Reference Entity is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, Notes or any ADSs shares of Common Stock deliverable upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly upon written request, provide to the Trustee and, upon written request, or any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs shares of Common Stock deliverable upon exchange of such Notes, as applicable, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel the Reference Entity shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request in writing to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company or the Reference Entity shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Reference Entity is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Reference Entity files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed by the Company with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto). For the avoidance of doubt, any failure to comply with such requirement with respect to any document or report required to be filed with the Commission shall be cured upon the filing of such document or report with the Commission or delivery of such document or report to the Trustee. (c) Delivery of the reports and documents described in subsection (bSection 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificates). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the TrusteeCertificate). (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide without cost to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable Ordinary Shares issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to timeAct. (b) The Company shall file with deliver to the Trustee, within 15 fifteen (15) days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period period, including those provided by Rule 12b-25 under the Exchange ActAct (or any successor thereto)). Notwithstanding the foregoing, the Company shall in no event be required to deliver to, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system (or such successor); provided that the Trustee shall have no obligation to determine whether such documents or reports have been filed via the XXXXX system. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Class A Ordinary Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) thereof shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system or such successor, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If the Notes become convertible into Reference Property consisting in whole or in part of shares of Capital Stock of any parent company of the Company pursuant to the terms of this Indenture described under Section 14.07 and such parent company provides a full and unconditional guarantee of the notes, the U.S. Securities and Exchange Commission reports of such parent company shall be deemed to satisfy the foregoing reporting requirements. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than tradable, as the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders thereof other than than, in each case by or with respect to, the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 376th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed from the Notes in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect as of the Notes issued pursuant to 376th day after the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 last date of this Indenture), which Notes will be Unrestricted original issuance of the Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the NotesNotes and subject to Section 4.06(d). (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (including any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holderholder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder holder or beneficial owner holder to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with deliver to the Trustee, Trustee within 15 fifteen days after the same are is required to be filed with the Commission, copies of any the quarterly and annual reports and of the information, documents or reports and other reports, if any, that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), and the Company shall otherwise comply with the requirements of Trust Indenture Act Section 314(a). Any such report, information or document or report that Avadel the Company files with the Commission via through the Commission’s EXXXX system (or any successor thereto) XXXXX database shall be deemed delivered to be filed with the Trustee for purposes of this Section 4.06(b5.06(b) at the time of such documents are filed via filing through the EXXXX systemXXXXX database. (c) Delivery of the reports reports, information and documents described in subsection clause (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that which is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding affiliates (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall will accrue on the Notes at the an annual rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or continues; provided that the Notes are not otherwise freely tradable pursuant Company shall have 14 days, in the aggregate, to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at cure any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, such late filings before any Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteeaccrue. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of after the 365th day after the last date of original issuance of the Notes pursuant to the Purchase Agreement, (i) the restrictive legend on the Notes has not been removed in accordance with Section 2.06(d) or Section 2.12, and (ii) the Notes are not freely tradable pursuant to Rule 144 without volume restrictions by holders other than the Company’s affiliates (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest will accrue on the Notes at a an annual rate equal to of 0.50% per annum of the principal amount of Notes outstanding for each day after the 365th day after the last date of original issuance of the Notes until (i) the restrictive legend on the Notes has been removed in accordance with Section 2.05(c)2.06(d) or Section 2.12, the Notes are assigned an unrestricted CUSIP and (ii) the Notes are freely tradable pursuant to Rule 144 without volume restrictions by Holders holders other than the Company’s or Avadel’s Affiliates affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest payable in accordance with Section 5.06(d) or (e) will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Class A Ordinary Shares represented thereby by the ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) thereof shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system or such successor, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If the Notes become convertible into Reference Property consisting in whole or in part of shares of Capital Stock of any parent company of the Company pursuant to the terms of this Indenture described under Section 14.07 and such parent company provides a full and unconditional guarantee of the notes, the U.S. Securities and Exchange Commission reports of such parent company shall be deemed to satisfy the foregoing reporting requirements. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-KK to the extent the Company continues to satisfy the “current public information” requirement of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Special Interest on the Notes. Such Additional Special Interest shall accrue on the Notes at the rate of (i) 0.25% per annum of the principal amount of the Notes outstanding for the first 180 days and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day from and inclidng the 181st day, in each case, during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than tradable, as the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders thereof other than than, in each case by or with respect to, the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 376th day after the last date of original issuance of the Notes, the Company shall pay Additional Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed from the Notes in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect as of the Notes issued pursuant to 376th day after the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 last date of this Indenture), which Notes will be Unrestricted original issuance of the Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Special Interest will be payable in arrears on each Special Interest Payment Date following accrual as set forth in the same manner as regular interest on the NotesSection 2.03. (g) The Additional Special Interest that is payable in accordance with Section ‎Section 4.06(d) or Section ‎Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Special Interest that may be payable as a result of the Company’s election pursuant to Section ‎Section 6.03. In no event shall Special Interest accrue on any day under the terms of this Indenture (including any Special Interest payable pursuant to ‎Section 4.06(d) and ‎Section 4.06(e) together with any Special Interest payable pursuant to ‎Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Special Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Special Interest that is payable and (ii) the date on which such Additional Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Special Interest is payable. If the Company has paid Additional Special Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange 1934 Act, Avadel and not exempt from reporting pursuant to Rule 12g3-2(b) under the 1934 Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Note or any Ordinary Common Shares represented thereby issuable upon conversion hereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities 1933 Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange of such NotesInvestor, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities 1933 Act to facilitate the resale of the Note or such Notes or ADSs Common Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs the Investor may reasonably request to the extent from time to time required to enable such Holder or beneficial owner the Investor to sell the Note or such Notes or ADSs Common Shares in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the TrusteeInvestor, within 15 30 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange 1934 Act), copies of any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the 1934 Act. Any such document or report that Avadel the Company files with the Commission SEC via the CommissionSEC’s EXXXX XXXXX system (or any successor theretosystem) or SEDAR (or any successor system) shall be deemed to be filed with the Trustee Investor for purposes of this Section 4.06(b4.4(b) at the time such documents are filed via the EXXXX systemXXXXX or SEDAR system (or such respective successor), it being understood that the Investor shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports reports, information and documents described in subsection (bSection 4.4(b) above to the Trustee Investor is for informational purposes only, and the Trusteeinformation and the Investor’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificates)hereunder. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. Delivery of such documents and reports to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Rule 144A Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Rule 144A Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than tradable, as the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Rule 144A Notes specified in Section 2.05(c) has not been removed, the Rule 144A Notes are assigned a restricted CUSIP or the Rule 144A Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Rule 144A Notes has been removed in accordance with Section 2.05(c), the Rule 144A Notes are have been assigned an unrestricted CUSIP and the Rule 144A Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) together with any Additional Interest payable pursuant to Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Securities or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes Securities or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, Securities the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes Securities or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes Securities or such ADSs Common Stock may reasonably request to the extent from time to time required upon the advice of legal counsel to enable such Holder or beneficial owner to sell such Notes Securities or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b4.03(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described listed in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether any such filings with the Commission via the XXXXX system (or any successor system) have occurred. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the Commission or website under this Indenture, or participate in any conference calls. Delivery of reports to the Trustee shall not constitute knowledge of, or notice to, the Trustee of the information contained therein. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the NotesSecurities, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes Securities are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the NotesSecurities), the Company shall pay Additional Interest on the NotesSecurities. Such Additional Interest shall accrue on the Notes Securities at a rate of 0.25% per annum of the principal amount of the Securities outstanding for the first 90 days for which the failure has occurred and thereafter will accrue on the Securities at the rate of 0.50% per annum of the principal amount of the Notes Securities outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes Securities are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) and shall cease to accrue once such filing has been made or is otherwise cured and the Securities are otherwise freely tradable as described above. As used in this Section 4.06(d4.03(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes Securities specified in Section 2.05(c2.10(a) has not been removed, the Notes Securities are assigned a restricted CUSIP or the Notes Securities are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the NotesSecurities) as of the 365th 375th day after the last date of original issuance of the NotesSecurities issued hereunder, the Company shall pay Additional Interest on the Notes Securities at a rate equal to 0.25% per annum of the principal amount of Securities outstanding for the first 90 days and thereafter at a rate equal to 0.50% per annum of the principal amount of Notes Securities outstanding until the restrictive legend on the Notes Securities has been removed in accordance with Section 2.05(c2.10(a), the Notes Securities are assigned an unrestricted CUSIP and the Notes Securities are freely tradable pursuant to Rule 144 as described above by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the NotesSecurities. (g) The Additional Interest that is payable in accordance with Section 4.06(d4.03(d) or and Section 4.06(e4.03(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.036.13. (h) If the Company is required to pay Additional Interest is payable by the Company to Holders of Securities pursuant to Section 4.06(d4.03(d) or Section 4.06(e4.03(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Trust Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry or liability that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall promptly deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shallshares of Common Stock delivered upon conversion thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange such shares of such Notes, Common Stock the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs such shares of Common Stock pursuant to Rule 144A. The If Rule 144A is amended at any time after the date hereof, the Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs such shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to timeamended. (b) The Company shall file with the Trustee, Trustee within 15 30 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, provided that the Trustee shall have no responsibility whatsoever to determine if any such filing has occurred. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.500.25% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise so freely tradable pursuant to Rule 144 by Holders other than tradable, which rate shall be increased an additional 0.25% per annum following the Company’s or Avadel’s Affiliates (or Holders 90th day on which such Additional Interest has accrued, provided that were the Company’s or Avadel’s Affiliates rate at any time during the three months immediately preceding)which such Additional Interest accrues may in no event exceed 0.50% per annum. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, (i) the restrictive legend on the Notes specified in Section 2.05(c) has not been removedremoved or deemed removed in accordance with customary procedures of the Depository, (ii) the Notes are assigned a restricted CUSIP number or (iii) the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) Notes (each, an “Additional Interest Event”), in each case as of the 365th 14th day after the first anniversary of the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.500.25% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, such Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (Event is cured and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture)no longer continuing, which Notes will rate shall be Unrestricted Notesincreased an additional 0.25% per annum following the 90th day on which such Additional Interest has accrued, or any other Notes provided that are designated as Unrestricted Notes by the Company rate at which such Additional Interest accrues may in an Officers’ Certificate delivered to the Trusteeno event exceed 0.50% per annum. (f) Any Additional Interest will payable pursuant to Section 4.06(d) or Section 4.06(e) shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Any Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents annual or quarterly reports that Avadel on Form 10-K or 10-Q (or any successor form) the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto); provided that the Trustee shall have no obligation whatsoever to determine whether or not any such report has been filed via the XXXXX system (or such successor). (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the NotesRule 144), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50(i) 0.25% per annum of the principal amount of the Notes outstanding for each day during such period the first 90 days and (ii) 0.50% per annum of the principal amount of Notes outstanding for each day from, and including the 91st day for which Avadelthe Company’s failure to file has occurred and is continuing continuing, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to Rule 144. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) IfSubject to Section 4.06(i), if, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws Rule 144 or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws Rule 144 or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d), Section 4.06(e) or Section 4.06(e)6.03, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment. (i) Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest pursuant to Section 4.06(d) or Section 4.06(e) (x) on any date on which (A) the Company shall have filed a Shelf Registration Statement for the resale of the Notes and any Common Stock issuable upon conversion of the Notes, (B) such Shelf Registration Statement is effective and usable by holders identified therein as selling security holders for the resale of the Notes and any Common Stock issued upon conversion of the Notes, (C) the holders may register the resale of their Notes under such Shelf Registration Statement on terms customary for the resale of convertible securities offered in reliance on Rule 144A and (D) the Notes and/or Common Stock sold pursuant to such Shelf Registration Statement become freely tradable as a result of such sale; or (y) once the Company shall have complied with the requirements set forth in subclause (x) above for a period of two years.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) thereof shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system or such successor, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after (i) giving effect to all applicable grace periods thereunder and (ii) other than reports on Form 86-KK to the extent such reports are not required to satisfy the “current public information” requirement of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 tradable, as the case may be, by Holders other than Affiliates of the Company’s or Avadel’s Affiliates Company (or Holders that were Affiliates of the Company’s or Avadel’s Affiliates at any time Company during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee and the Paying Agent an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee and the Paying Agent may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any the Class A Ordinary Shares represented by the ADSs deliverable upon exchange thereof or any Ordinary Shares represented thereby conversion of the Notes, if any, and such ADSs shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the CommissionCommission (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange Act). Commission) Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) thereof shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system or such successor, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If the Notes become convertible into Reference Property consisting in whole or in part of shares of Capital Stock of any parent company of the Company pursuant to the terms of the Indenture described under Section 14.07 and such parent company provides a full and unconditional guarantee of the notes, the U.S. Securities and Exchange Commission reports of such parent company shall be deemed to satisfy the foregoing reporting requirements. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than tradable, as the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) ), has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders thereof other than than, in each case by or with respect to, the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed from the Notes in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect as of the Notes issued pursuant to 380th day after the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 last date of this Indenture), which Notes will be Unrestricted original issuance of the Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the NotesNotes and subject to Section 4.06(d). (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (including any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At If at any time Avadel the Company is not subject to Section 13 or 15(d) the reporting requirements of the Exchange Act, Avadel shallthe Company shall furnish to the Noteholders, so long as any beneficial owners and prospective purchasers of the Notes, any ADSs deliverable Notes or the Common Stock issued upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andconversion, upon written their request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder Noteholder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder Noteholder or beneficial owner holder to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall provide the Trustee with a copy of the reports it must file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act no later than ten Business Days after those reports must be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel files The filing of these reports with the Commission via SEC through its XXXXX database within the Commission’s EXXXX system time periods for filing the same under the Exchange Act (or taking into account any successor theretoapplicable grace periods provided thereunder) shall be deemed satisfy the Company’s obligation to be filed with furnish those reports to the Trustee; provided, however, that the Trustee for purposes of this Section 4.06(b) at the time shall have no obligation whatsoever to determine whether or not such documents are filed via the EXXXX systemfilings have been made. (c) Delivery of the reports reports, information and documents described in subsection clause (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the TrusteeCertificate). (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At If, at any time Avadel time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to upon the Trustee and, upon written request, request of any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange the conversion of such the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such the Notes or ADSs such shares of Common Stock pursuant to Rule 144A. 144A, as such rule may be amended from time to time. The Company and Avadel shall take such further action as any Holder or beneficial owner of such the Notes or such ADSs any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such the Notes or ADSs any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time. (ba) The Company shall file with the Trustee, within 15 calendar days after the same are required to be filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (cb) Delivery of the information, documents and reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (dc) IfWith respect to Notes other than Affiliate Notes, if, at any time during the six-month period beginning on, and including, the date that is six months after from the last date of original issuance of the NotesNotes (such date, Avadel the “Original Issuance Date”) and ending on the first anniversary of the Original Issuance Date, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes and any Note Guarantees are not otherwise freely tradable pursuant to Rule 144 Freely Tradable by Holders other than the Company’s or Avadel’s Affiliates or and Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes (other than Affiliate Notes). Such Additional Interest shall accrue on the Notes (other than Affiliate Notes) at the a rate of 0.50% per annum of the principal amount of the Notes (other than Affiliate Notes) outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 Freely Tradable during such period by Holders other than the Company’s or Avadel’s Affiliates (or and Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately precedingpreceding (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes), in each case, up through but excluding the first anniversary of the Original Issuance Date. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (ed) IfWith respect to Notes other than Affiliate Notes, if, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes and any Note Guarantees are not otherwise freely tradable pursuant to Rule 144 Freely Tradable by Holders other than the Company’s or Avadel’s Affiliates or and Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th calendar day after the last date of original issuance of the Original Issuance Date (in each case other than with respect to Affiliate Notes), the Company shall pay Additional Interest on the Notes (other than the Affiliate Notes) at a rate equal to 0.50% per annum of the principal amount of Notes (other than Affiliate Notes) outstanding until the restrictive legend on the Notes (other than Affiliate Notes) has been removed in accordance with Section 2.05(c), the Notes (other than Affiliate Notes) are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 Freely Tradable by Holders other than the Company’s or Avadel’s Affiliates (or and Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (fe) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (gf) The In no event shall any Additional Interest with respect to the Notes payable at the Company’s election for failure to comply with its reporting obligations as set forth under Section 6.03 and any Additional Interest that is payable may accrue under the circumstances and as described in accordance with Section 4.06(d) or Section 4.06(e) shall be 4.06(e)accrue at a rate in addition toexcess of 0.50% per annum pursuant to this Indenture, and not in lieu of, any Additional Interest that may be payable as a result regardless of the Company’s election pursuant number of events or circumstances giving rise to Section 6.03the requirement to pay such Additional Interest. (hg) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable, and the Trustee shall not have any duty to verify the Company’s calculation of Additional Interest. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above ‎(b)above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants under this Indenture or the Notes or with respect to any reports or other documents filed with the Commission through the EXXXX system or any website under this Indenture. The Trustee shall not be obligated to participate in any conference calls. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at (i) for the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day first 90 days during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, at a rate of 0.25% per annum of the principal amount of the Notes outstanding and (ii) for each day thereafter during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, at a rate of 0.50% per annum of the principal amount of the Notes outstanding. As used in this Section ‎Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section ‎‎Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the NotesDe-legending Date, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of (i) for the principal amount of Notes outstanding until first 90 days during such period for which the restrictive legend on the Notes has not been removed in accordance with Section ‎‎Section 2.05(c), the Notes are not assigned an unrestricted CUSIP and number or the Notes are not freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding , at a rate of 0.25% per annum of the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect principal amount of the Notes issued outstanding and (ii) for each day thereafter during such period for which the restrictive legend on the Notes has not been removed in accordance with ‎‎Section 2.05(c), the Notes are not assigned an unrestricted CUSIP number or the Notes are not freely tradable pursuant to Rule 144 by Holders other than the Exchange Agreements Company’s Affiliates (and or Holders that were the Company’s Affiliates at any Notes issued in exchange or substitution therefor time during the three months immediately preceding) without restrictions pursuant to Section 2.05, 2.06, 2.07 U.S. securities laws or 2.08 the terms of this Indenture), which Notes will be Unrestricted Indenture or the Notes, or any other at a rate of 0.50% per annum of the principal amount of the Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteeoutstanding. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section ‎Section 4.06(d) or Section ‎Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section ‎‎Section 6.03; provided, however, that in no event shall any Additional Interest payable in accordance with ‎Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, together with any Additional Interest payable at the Company’s election pursuant to ‎Section 6.03, accrue at a rate in excess of 0.50% per annum on any Notes, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section ‎Section 4.06(d) or Section ‎Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Parent is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby issuable upon exchange thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable Ordinary Shares issuable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs Ordinary Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Ordinary Shares may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs Ordinary Shares in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company Parent shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed delivered with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system; provided that the Trustee has no duty to determine whether any such filings have been made. (c) The Trustee shall have no duty to review or analyze any report furnished or made available to it. Delivery of the reports and documents described in subsection (bSection 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Parent fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-KK to the extent that the Company continues to satisfy the “current public information” requirements of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the CompanyParent’s or AvadelCompany’s Affiliates or Holders that were the CompanyParent’s or AvadelCompany’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the CompanyParent’s or AvadelCompany’s Affiliates (or Holders that were the CompanyParent’s or AvadelCompany’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the CompanyParent’s or AvadelCompany’s Affiliates or Holders that were the CompanyParent’s or AvadelCompany’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the CompanyParent’s or AvadelCompany’s Affiliates (or Holders that were the CompanyParent’s or AvadelCompany’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for For the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall Notes represented by a restricted CUSIP in the Depositary’s systems are not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteefreely tradeable. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual as set forth in the same manner as regular interest on the NotesSection 2.03. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall shall, subject to the immediately succeeding sentence, be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue under the terms of this Indenture and the Registration Rights Agreement at a rate in excess of 0.50% per annum pursuant to this Indenture and the Registration Rights Agreement, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. Notwithstanding the foregoing, if a Registration Statement (satisfying the terms of and as defined in the Registration Rights Agreement) has been declared effective by the SEC with respect to the Registrable Securities, and remains effective and available for use (including as part of such Registration Statement a current Prospectus (as defined in the Registration Rights Agreement)) in connection with the sale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, no Additional Interest pursuant to Section 4.06(d) or Section 4.06(e) shall be due and payable. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide deliver to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after January 14, 2020, the last date of original issuance of the Notes, Avadel Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the such Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (gf) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.036.03 hereof or pursuant to the Registration Rights Agreement. (hg) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and payable, (ii) the date on which such Additional Interest is payablepayable and (iii) accompanied by a form of notice to be delivered to Holders of such Additional Interest payment with a direction to the Trustee to deliver such notice to the Holders. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof conversion thereof, if any, or any Ordinary Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, if any. the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto). The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to ​ ​ ​ Section 13 or 15(d) of the Exchange Act, as applicable (after (i) giving effect to all applicable grace periods thereunder and (ii) other than reports on Form 86-KK to the extent such reports are not required to satisfy the “current public information” requirements of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay or cause the Paying Agent (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 tradable, as described in this Section 4.06(d), by Holders other than Affiliates of the Company’s or Avadel’s Affiliates Company (or Holders that were Affiliates of the Company’s or Avadel’s Affiliates Company at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay or cause the Paying Agent to pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Additional Interest Payment Date following accrual in the same manner as regular interest on the Notesaccrual. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect ​ ​ stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Debentures or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes Debentures or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such NotesDebentures, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes Debentures or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes Debentures or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes Debentures or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 45 calendar days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed in writing by the Company otherwise. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Agreement. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the NotesDebentures, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K)) and the Company has not cured such failure to timely file within 14 days after such failure, or the Notes Debentures are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the NotesDebentures), the Company shall pay Additional Interest on the NotesDebentures. Such Additional Interest shall accrue on the Notes Debentures at the rate of 0.25% per annum of the principal amount of the Debentures outstanding for each day during the first 90-day period beginning on, and including, the date on which the Company’s failure to file has occurred and is continuing, and 0.50% per annum of the principal amount of the Notes Debentures outstanding for each day during such period for which Avadelafter the 90th day that the Company’s failure to file has occurred and is continuing or continuing, in each case ending on the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than date that is one year after the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)last original issuance date of such Debentures. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes Debentures specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP removed or the Notes Debentures are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the NotesDebentures) as of the 365th day after the last date of original issuance of the NotesDebentures, the Company shall pay Additional Interest on the Notes Debentures at a rate equal to 0.25% per annum of the principal amount of Debentures outstanding during the first 90 days of such period, and 0.50% per annum of the principal amount of Notes the Debentures outstanding for each day after the 90th day, until the restrictive legend on the Notes Debentures has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP ) and the Notes Debentures are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this IndentureDebentures), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular ordinary interest on the NotesDebentures. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificateOfficers’ Certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Class A Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Class A Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of the Class A Common Stock pursuant to Rule 144A. The During the period and subject to the conditions described in the immediately preceding sentence, the Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Class A Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Class A Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the any Notes specified in Section 2.05(c) has not been removed, the any Notes are assigned a restricted CUSIP or the any Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day (or, if such day is not a Business Day, the immediately following Business Day) after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the such Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the such Notes has been removed in accordance with Section 2.05(c), the such Notes are assigned an unrestricted CUSIP and the such Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to the Trustee, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 days after the same are required to be filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any similar or successor grace period), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange ActCommission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the NotesNotes offered pursuant to the Offering Memorandum, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the such Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or such Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes offered pursuant to the Offering Memorandum specified in Section 2.05(c) has not been removedremoved (or deemed removed pursuant to this Indenture), the such Notes are assigned a restricted CUSIP number or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes) as of the 365th 375th day after the last date of original issuance of the such Notes, the Company shall pay Additional Interest on the such Notes at a rate equal to 0.50% per annum of the principal amount of such Notes outstanding until the restrictive legend on the such Notes has been removed in accordance with Section 2.05(c) (or deemed removed pursuant to this Indenture), the such Notes are assigned an unrestricted CUSIP number and the such Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable (and, if applicable, the Notes with respect to which such Additional Interest is payable). Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall have no liability whatsoever to determine if such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, it being understood and agreed that the assignment of a restricted CUSIP number shall not constitute a restriction pursuant to U.S. securities laws or the terms of this Indenture or the Notes for purposes of this Section 4.06(d)), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately precedingpreceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, it being understood and agreed that the assignment of a restricted CUSIP number shall not constitute a restriction pursuant to U.S. securities laws or the terms of this Indenture or the Notes for purposes of this Section 4.06(d)). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt); provided, however, that no Additional Interest shall accrue or be owed pursuant to this Section 4.06(e) shall not accrue until the fifth Business Day following written notification to the Company by the Trustee or otherwise be payable in respect any Holder or beneficial owner of the Notes issued requesting that the Company comply with its obligations described in this Section 4.06(e) (which notice may be given at any time after the 330th day after the last date of the original issuance of the Notes); it being understood and agreed that in no event shall Additional Interest accrue or be owed pursuant to the Exchange Agreements (and this Section 4.06(e) for any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered period prior to the Trustee370th day after the last date of original issuance of the Notes. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03; provided, however, that in no event shall any Additional Interest payable in accordance with Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, together with any Additional Interest payable at the Company’s election pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum on any Notes, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide furnish to the Trustee andand shall, upon written request, provide to any Holderholder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder holder or beneficial owner holder to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with deliver to the Trustee, Trustee within 15 fifteen days after the same are is required to be filed with the Commission, copies of any the quarterly and annual reports and of the information, documents or reports and other reports, if any, that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), and the Company shall otherwise comply with the requirements of Trust Indenture Act Section 314(a). Any such report, information or document or report that Avadel the Company files with the Commission via through the Commission’s EXXXX system (or any successor thereto) XXXXX database shall be deemed furnished to be filed with the Trustee for purposes of this Section 4.06(b5.06(b) at the time of such documents are filed via filing through the EXXXX systemXXXXX database. (c) Delivery of the reports reports, information and documents described in subsection clause (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of the last original issuance of the Initial Notes, Avadel or, if later, any Additional Notes the Company issues to Infinity World (the “IW Notes”) pursuant to the pro rata share purchase rights set forth in the Company Stock Purchase and Support Agreement, dates as of August 21, 2007, between Infinity World and the Company, the Company fails to timely file any document or report that it the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding affiliates (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall will accrue on the Notes at the an annual rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteecontinues. (e) If, and for so long asat any time after the 365th day after the date of the last original issuance of the Initial Notes, or if later, any IW Notes, (i) the restrictive legend on the Notes specified in Section 2.05(c) has not been removedremoved in accordance with Section 2.06(d) or Section 2.12, the Notes are assigned a restricted CUSIP or and (ii) the Notes are not otherwise freely tradable pursuant to Rule 144 without volume restrictions by Holders holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest will accrue on the Notes at a an annual rate equal to of 0.50% per annum of the principal amount of Notes outstanding for each day after the 365th day after the date of the last original issuance of the Initial Notes, or if later, any IW Notes, until (i) the restrictive legend on the Notes has been removed in accordance with Section 2.05(c)2.06(d) or Section 2.12, the Notes are assigned an unrestricted CUSIP and (ii) the Notes are freely tradable pursuant to Rule 144 without volume restrictions by Holders holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest payable in accordance with Section 5.06(d) or (e) will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby ordinary shares underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under 144(a)(3)under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request request, to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (a) [Reserved.] (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b4.06 (b) at the time such documents are filed via the EXXXX XXXXX system. The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above this Section 4.06 to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (preceding), as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than that are not Affiliates of the Company (or are not the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding), as the case may be, without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does do not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (preceding), without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) , as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) ), without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If . In no event shall Additional Interest is accrue on any day under the terms of this Indenture (taking any Additional Interest payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.and

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable Ordinary Shares issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs Ordinary Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made or the contents thereof. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, after the date that is six months after the last date of original issuance of the Notes, Avadel fails the Company has failed to timely file any document report or report other materials that it the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable applicable, during the preceding 12 months (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the a rate of equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for on which Avadelthe Company’s failure to file as described above has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately precedingpreceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). As used in this Section 4.06(d), documents reports or reports other materials that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents reports or reports materials that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee[Reserved.] (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03; provided that in no event shall Additional Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 6-K), together with any Additional Interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating to the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 1.00% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (ba) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange ActAct (or any successor thereto)). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor theretosystem) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemsystem (or such successor), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (cb) Delivery of the reports reports, information and documents described in subsection subSection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (dc) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding For purposes of this Section 4.06(d), the foregoing and phrase “restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, Additional Interest pursuant to the assignment of a restricted CUSIP number or the existence of the Restrictive Notes Legend on Notes in compliance with Section 2.05(c), in either case, during the six-month period described in this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (ed) If, and for so long as, the restrictive legend Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the NotesDe-Legending Deadline Date, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (fe) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (gf) The Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall Additional Interest payable for the Company’s failure to comply with its obligations to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), as set forth in Section 4.06(d), together with any Additional Interest that may accrue at the Company’s election as a result of the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (hg) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificateOfficer’s Certificate, the Trustee may conclusively assume without inquiry that no such Additional Interest is payablepayable and the Trustee shall not have any duty to verify the Company’s calculation of Additional Interest. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andCompany will, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be delivered to or filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 (or any successor rule) under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange ActCommission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be delivered to and filed with the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b‎(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section ‎Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 375th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding for each day from, and including, such 375th day until the restrictive legend on the Notes has been removed in accordance with Section ‎Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Notwithstanding the foregoing, in no event shall Additional Interest that is accrue under the terms of this Indenture (aggregating any Additional Interest payable in accordance with Section pursuant to ‎Section 4.06(d) or Section ‎Section 4.06(e) shall be in addition to, and not in lieu of, with any Additional Interest that may be payable as pursuant to ‎Section 6.03) at a result rate per annum in excess of 0.50%, regardless of the Company’s election pursuant number of events or circumstances giving rise to Section 6.03the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section ‎Section 4.06(d) or Section ‎Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment. The Trustee shall have no duty to verify the Company’s determination as to whether Additional Interest is due.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the CommissionCommissions, copies of any documents or reports that Avadel the Company is required to file with the Commission Commissions pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act)National Instrument 51-102 – Continuous Disclosure Obligations. Any such document or report that Avadel the Company files with the Commission Commissions via the Commission’s EXXXX system (or any successor thereto) SEDAR shall be deemed to be filed delivered with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via SEDAR; provided that the EXXXX systemTrustee has no duty or obligation whatsoever to determine whether or not any such documents or reports have been filed via SEDAR. (c) The Trustee shall have no duty to review or analyze any document or report furnished or made available to it. Delivery of the reports and documents described in subsection (bSection 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission Commissions pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8National Instrument 51-K)102 – Continuous Disclosure Obligations, or the Notes are not otherwise freely tradable pursuant to Rule 144 or Regulation S by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission ) without restrictions pursuant to Section 13 U.S. securities laws or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 terms of this Indenture), which Notes will be Unrestricted Indenture or the Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 or Regulation S by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 or Regulation S by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for For the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall Notes represented by a restricted CUSIP in the Depositary’s systems are not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteefreely tradeable. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual as set forth in the same manner as regular interest on the NotesSection 2.03. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall shall, subject to the immediately succeeding sentence, be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e4. 06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with furnish to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports or portions thereof subject to confidential treatment and any correspondence with the Commission), giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX system. (c) The Trustee shall have no duty to review or analyze reports described in subsection ‎(b) above delivered to it. Delivery of the reports and documents described in subsection (b‎(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein therein, or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificatesan Officer’s Certificate). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with any of the covenants hereunder to determine whether any such reports, information or documents are available on the Commission’s website, the Company’s website or otherwise, to examine such reports, information, documents and other reports to ensure compliance with the provisions herein, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Special Interest on the Notes. Such Additional Special Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does do not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section ‎Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 375th day after the last date of original issuance of the Notes, the Company shall pay Additional Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding for each day from, and including, such 375th day until the restrictive legend on the Notes has been removed in accordance with Section ‎Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt; provided, Additional however, that no such Special Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect owed until the fifth Business Day following written notification to the Company by the Trustee or any Holder or beneficial owner of the Notes issued pursuant requesting that the Company complies with its obligations described in this clause (e) (which notice may be given at any time after the 330th day after the last date of original issuance of the Notes), it being understood and agreed that in no event shall such Special Interest accrue or be owed for any period prior to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 375th day after the last date of this Indenture), which Notes will be Unrestricted original issuance of the Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Special Interest will be payable in arrears on each Special Interest Payment Date following accrual as set forth in the same manner as regular interest on the Notes‎Section 2.03(b). (g) The Additional Special Interest that is payable in accordance with Section 4.06(d4.06‎(d) or Section 4.06(e4.06‎(e) shall be in addition to, and not in lieu of, any Additional Special Interest that may be payable as a result of the Company’s election pursuant to ‎Section 6.03; provided that in no event shall any Special Interest that may accrue pursuant to ‎Section 4.06(d) as a result of the Company’s failure to timely file any document or report that the Company is required to file with the Commission pursuant to Section 6.0313 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), together with any Special Interest payable at the Company’s election pursuant to ‎Section 6.03 as a remedy for an Event of Default relating to the Company’s failure to comply with its reporting obligations described in ‎Section 4.06(b), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Special Interest. (h) If Additional Special Interest is payable by the Company pursuant to Section 4.06(d4.06‎(d) or Section 4.06(e4.06‎(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Special Interest that is payable and (ii) the date on which such Additional Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Special Interest is payable. If the Company has paid Additional Special Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide deliver to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after May 14, 2019, the last date of original issuance of the Notes, Avadel Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes offered by the Offering Memorandum are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the such Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (gf) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.036.03 hereof or pursuant to the Registration Rights Agreement. (hg) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and payable, (ii) the date on which such Additional Interest is payablepayable and (iii) accompanied by a form of notice to be delivered to Holders of such Additional Interest payment with a direction to the Trustee to deliver such notice to the Holders. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to the Trustee, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 days after the same are required to be filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act or any similar or successor grace period), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange ActCommission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the NotesNotes offered pursuant to the Offering Memorandum, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the such Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or such Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes offered pursuant to the Offering Memorandum specified in Section 2.05(c) has not been removedremoved (or deemed removed pursuant to this Indenture), the such Notes are assigned a restricted CUSIP number or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes) as of the 365th 380th day after the last date of original issuance of the such Notes, the Company shall pay Additional Interest on the such Notes at a rate equal to 0.50% per annum of the principal amount of such Notes outstanding until the restrictive legend on the such Notes has been removed in accordance with Section 2.05(c) (or deemed removed pursuant to this Indenture), the such Notes are assigned an unrestricted CUSIP number and the such Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the such Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable (and, if applicable, the Notes with respect to which such Additional Interest is payable). Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable Notes or the shares of Common Stock issuable upon exchange conversion thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable the shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel is required to file the Company files with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system; provided that the Trustee shall have no obligation whatsoever to determine whether or not such documents or reports have been filed pursuant to the XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-Kthereunder), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount Original Principal Amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or and the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount Original Principal Amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and or the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s 28 Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issued upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 45 calendar days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K)) and the Company has not cured such failure to timely file within 14 days after such failure, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (preceding) as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.500.25% per annum of the principal amount of the Notes outstanding for each day during such the first 90-day period for beginning on, and including, the date on which Avadelthe Company’s failure to file has occurred and is continuing or continuing, and 0.50% per annum of the principal amount of Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than outstanding for each day after the 90th day that the Company’s or Avadel’s Affiliates (or Holders failure to file has occurred and is continuing, in each case ending on the date that were is one year after the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)last original issuance date of such Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) Notes as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.500.25% per annum of the principal amount of Notes outstanding during the first 90 days of such period, and 0.50% per annum of the principal amount of the Notes outstanding for each day after the 90th day, until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificateOfficers’ Certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner Holder or prospective purchaser of such Notes or any ADSs deliverable Ordinary Shares issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs Ordinary Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Ordinary Shares may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs Ordinary Shares in accordance with Rule 144A, as such rule may be amended from time to time. (ba) The Company shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the CommissionSEC (after giving effect to all applicable grace periods under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission SEC pursuant to Section 13 13(a) or 15(d) of the Exchange Act (giving effect Act; provided, however, that the Company need not deliver to the Trustee any grace period provided material for which the Company has received, or is seeking in good faith and has not been denied, confidential treatment by Rule 12b-25 under the Exchange Act)SEC. Any such document or report that Avadel the Company files with the Commission SEC via the Commission’s EXXXX system (or any successor thereto) XXXXX shall be deemed to be filed delivered with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via XXXXX; provided that the EXXXX systemTrustee has no duty or obligation whatsoever to determine whether or not any such documents or reports have been filed via XXXXX. At any time during the period commencing from the six (6) month anniversary of the Issue Date and ending at such time that all of the Notes may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144 (i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to the Holder’s other available remedies, the Company shall pay to each Holder, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Notes, an amount in cash equal to two percent (2.0%) of the Then Current Principal Amount of such Holder’s Notes on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Holder to transfer the Ordinary Shares pursuant to Rule 144. The payments to which each Holder shall be entitled pursuant to this Section 4.06(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Xxxxxx’s right to pursue actual damages for the Public Information Failure, and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. (b) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act and is not then filing on a voluntary basis quarterly reports on Form 10-Q or annual reports on Form 10-K, at the request of the Requisite Holders Counsel or the Requisite Holders, it shall provide or otherwise make available (including at its option on a password protected website) within the time periods required under clause (b) above (including for the avoidance of doubt after giving effect to all applicable grace periods under the Exchange Act) as if the Company were required to file such reports to any Holder of the Notes that requests in writing such quarterly or annual financial statements that would have been required to be included in such report, together with a Financial Officer Certification and a “management discussion and analysis” with respect thereto and in the case of annual financial statements, such financial statements shall also include a report thereon of independent certified public accountants of recognized regional standing selected by the Company (which report shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials for any impacted periods). (c) The Trustee shall have no duty to review or analyze any document or report furnished or made available to it. Delivery of the reports and documents described in subsection (bSection 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the The Company shall pay Additional Interest on provide prompt written notice to the Notes. Such Additional Interest shall accrue on Trustee of any change to its fiscal year (it being expressly understood that the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes provide such notice to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) Trustee shall not accrue be deemed a Default or otherwise be payable in respect Event of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of Default under this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) IfSo long as any Notes are outstanding, and for so long aswithin 10 Business Days after delivering or being deemed to have delivered to the Trustee annual or quarterly financial information required by Section 4.06(b), unless, in each case, the restrictive legend on the Notes specified Company reasonably determines that to do so would conflict with applicable securities laws, including in Section 2.05(c) has not been removedconnection with any pending offering of securities, the Notes are assigned Company will hold a restricted CUSIP or conference call with Holders, securities analysts and prospective investors to discuss such financial information for the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than relevant reporting period (it being understood that such conference call may be the same conference call as with the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at equity investors and analysts). No fewer than two days prior to any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notessuch conference call, the Company shall pay Additional Interest on will issue a press release announcing the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP time and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount date of such Additional Interest that is payable conference call and (ii) the date on which providing instructions for Holders, securities analysts and prospective investors to obtain access to such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such paymentconference call.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section the reporting requirements of Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof or any Ordinary Shares represented thereby Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide make available to the Trustee and, upon written request, any HolderHolders, beneficial owner or owners and prospective purchaser of such Notes or any ADSs deliverable upon exchange purchasers of such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The So long as any Notes are outstanding, the Company shall file with furnish to the Trustee, Trustee within 15 days after the same are required to be filed with date on which the Commission, copies of any documents or reports that Avadel Company is required to file the same with the Commission pursuant to Section 13 or 15(d) of the Exchange Act its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all quarterly and annual financial information required to be contained in Forms 10-Q and 10-K and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s independent auditors. Any The Company shall not be required to file any report or other information with the Commission if the Commission does not permit such document or report that Avadel files filing, although such reports shall be required to be furnished to the Trustee. For these purposes, documents filed by the Company with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with furnished to the Trustee for purposes of this Section 4.06(b) at as of the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate or the certificate of Officers referred to in Section 4.08). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance date of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable Act (after giving effect to all applicable grace periods or extensions thereunder and other than reports on Form 8-K), as applicable, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the a rate of equal to 0.50% per annum of the aggregate principal amount of the Notes then outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)continuing. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, Unless (i) the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, (ii) the Notes are assigned a restricted an unrestricted CUSIP or number and (iii) the Notes are not otherwise freely tradable pursuant to Rule 144 under the Securities Act without restrictions by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) ), then as of the 10th Business Day following the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a an annual rate equal to 0.50% per annum of the aggregate principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Class A Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Class A Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of the Class A Common Stock pursuant to Rule 144A. The During the period and subject to the conditions described in the immediately preceding sentence, the Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.27 (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b4.06 (b) [Rule 144A Information Requirement and Annual Reports] at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d)) [Rule 144A Information Requirement and Annual Reports], documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the any Notes specified in Section 2.05(c) [Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee] has not been removed, the any Notes are assigned a restricted CUSIP or the any Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day (or, if such day is not a Business Day, the immediately following Business Day) after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the such Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee.28 (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) [Rule 144A Information Requirement and Annual Reports] or Section 4.06(e) [Rule 144A Information Requirement and Annual Reports] shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.036.03 [Additional Interest]. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) [Rule 144A Information Requirement and Annual Reports] or Section 4.06(e)) [Rule 144A Information Requirement and Annual Reports], the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “"restricted securities” " within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner owners of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) . The Company shall file with the Trustee, within 15 days after the same are required to be filed with the CommissionCommission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange ActCommission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX 's XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) , it being understood that the Trustee shall not be responsible for determining whether such filings have been made. Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s 's compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer's Certificate). (d) . The Trustee shall have no liability or responsibility for the filing, timeliness or content of any report required hereunder. If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s 's Affiliates or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s the Company's failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s 's Affiliates (or Holders that were have been the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “"file” " with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removedremoved (or deemed removed pursuant to this Indenture), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s 's Affiliates or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c) (or deemed removed pursuant to this Indenture), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s 's Affiliates (or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) . The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s 's election pursuant to Section 6.03. . Notwithstanding the foregoing, in no event shall Additional Interest accrue under the terms of this Indenture (haggregating any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e)with any Additional Interest payable pursuant to Section 6.03) at a rate per year in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer's Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer's Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At If at any time Avadel the Company is not subject to Section 13 or 15(d) the reporting requirements of the Exchange Act, Avadel shallthe Company shall promptly furnish to the Noteholders, so long as any beneficial owners and prospective purchasers of the Notes, any ADSs deliverable Notes or the Common Stock issued upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andconversion, upon written their request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder Noteholder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder Noteholder or beneficial owner holder to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file provide the Trustee with a copy of the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel it is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act no later than 15 calendar days after those reports are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel files The filing of these reports with the Commission via the Commission’s SEC through its EXXXX system database (or any successor thereto) shall be deemed satisfy the Company’s obligation to be filed with furnish those reports to the Trustee for purposes as of this Section 4.06(b) at the time such documents are filed via the EXXXX systemdatabase (or any successor thereto); provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such filings have been made. (c) Delivery of the reports reports, information and documents described in subsection clause (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the TrusteeCertificate). (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issued upon conversion thereof shall, at such time, constitute “"restricted securities” " within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 45 calendar days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX 's XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s 's compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificates' Certificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K)) and the Company has not cured such failure to timely file within 14 days after such failure, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s 's Affiliates or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding (preceding) as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.500.25% per annum of the principal amount of the Notes outstanding for each day during such the first 90-day period for beginning on, and including, the date on which Avadel’s the Company's failure to file has occurred and is continuing or continuing, and 0.50% per annum of the principal amount of Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than outstanding for each day after the 90th day that the Company’s or Avadel’s Affiliates (or Holders 's failure to file has occurred and is continuing, in each case ending on the date that were is one year after the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)last original issuance date of such Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “"file” " with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s 's Affiliates or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding (preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) Notes as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.500.25% per annum of the principal amount of Notes outstanding during the first 90 days of such period, and 0.50% per annum of the principal amount of the Notes outstanding for each day after the 90th day, until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders (other than the Company’s or Avadel’s 's Affiliates (or Holders that were the Company’s or Avadel’s 's Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s 's election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ ' Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificateOfficers' Certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ ' Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel either the Company or the Reference Entity is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, Notes or any ADSs shares of Common Stock deliverable upon exchange thereof or any Ordinary Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly upon written request, provide to the Trustee and, upon written request, or any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs shares of Common Stock deliverable upon exchange of such Notes, as applicable, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel the Reference Entity shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request in writing to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.. 41 (b) The Company or the Reference Entity shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Reference Entity is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Reference Entity files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed by the Company with the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX systemsystem (or any successor thereto). For the avoidance of doubt, any failure to comply with such requirement with respect to any document or report required to be filed with the Commission shall be cured upon the filing of such document or report with the Commission or delivery of such document or report to the Trustee. (c) Delivery of the reports and documents described in subsection (b‎Section 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificates). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the TrusteeCertificate). (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission) that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made or for their timeliness or their content. (c) Delivery of the reports reports, information and documents described in subsection (b‎(b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). The Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants or with respect to any reports or other documents filed with the Commission via the XXXXX system (or any successor thereto) or any other website, or to participate in any conference calls. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend Restrictive Legend on the Notes specified in Section ‎Section 2.05(c) has not been removedremoved (or deemed removed as provided in ‎Section 2.05(c)), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend Restrictive Legend on the Notes has been removed in accordance with Section ‎Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding The Restrictive Legend on the foregoing Notes shall be deemed removed pursuant to the terms of the Indenture as provided in ‎Section 2.05(c), and, at such time, the Notes will, pursuant to, and subject to the provisions of, such Section, be deemed assigned an unrestricted CUSIP number. However, for the avoidance of doubt, for Notes that are not in certificated form, the Notes will continue to bear Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable paragraph until such time as they are identified by an unrestricted CUSIP in respect the facilities of the Notes issued pursuant to Depositary or any successor depositary for the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, as a result of completion of the Depositary’s mandatory exchange process or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteeotherwise. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d4.06‎(d) or Section 4.06(e4.06‎(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to ‎Section 6.03. Notwithstanding the foregoing, in no event shall Additional Interest with respect to the Notes payable as a result of the Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act), as set forth in under Section 4.06‎(d), together with any Additional Interest that may accrue at the Company’s election pursuant to ‎Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d4.06‎(d) or Section 4.06(e4.06‎(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information NY\7714988.8 contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at NY\7714988.8 the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment. The Trustee shall have no duty to determine or verify the Company’s determination of whether and to what extent Additional Interest is payable.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto). The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after (i) giving effect to all applicable grace periods thereunder and (ii) other than reports on Form 86-KK to the extent such reports are not required to satisfy the “current public information” requirement of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay or cause the Paying Agent (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 tradable, as the case may be, by Holders other than Affiliates of the Company’s or Avadel’s Affiliates Company (or Holders that were Affiliates of the Company’s or Avadel’s Affiliates at any time Company during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay or cause the Paying Agent (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issued upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, Trustee within 15 45 calendar days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Section 314(a)(1) of the Trust Indenture Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Agreement. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K)) and the Company has not cured such failure to timely file within 14 days after such failure, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.500.25% per annum of the principal amount of the Notes outstanding for each day during such the first 90-day period for beginning on, and including, the date on which Avadelthe Company’s failure to file has occurred and is continuing or continuing, and 0.50% per annum of the principal amount of Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than outstanding for each day after the Company’s or Avadel’s Affiliates (or Holders 90th day, in each case ending on the date that were is one year after the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)last original issuance date of such Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP removed or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.500.25% per annum of the principal amount of Notes outstanding during the first 90 days of such period, and 0.50% per annum of the principal amount of the Notes outstanding for each day after the 90th day, until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP ) and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular ordinary interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with deliver to the Trustee, within 15 days after the same are required to be filed with the CommissionCommission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect excluding any such information, documents or reports, or portions thereof, subject to, or with respect to which the Company is actively seeking, confidential treatment and any grace period provided by Rule 12b-25 under correspondence with the Exchange ActCommission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report or document. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date Last Original Issue Date of original issuance of the any Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or such Notes (other than any restrictive legends on the NotesNotes issued on the date hereof)), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the Notes (i) at the rate of 0.500.25% per annum of the principal amount of the such Notes outstanding for each day during the first 90 days of such period for which Avadelthe Company’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or AvadelHolders that were the Company’s Affiliates at any time during the three months immediately preceding) and (ii) at the rate of 0.50% per annum of the principal amount of such Notes outstanding for each day after the 90th day of such period for which the Company’s failure to file has occurred and is continuing or such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the any Notes specified in Section 2.05(c) has not been removed, the such Notes are assigned a restricted CUSIP or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the De-Legending Deadline Date for such Notes, the Company shall pay Additional Interest on the such Notes at (i) a rate equal to 0.500.25% per annum of the principal amount of such Notes outstanding until for each day during the period beginning on, and including, the De-Legending Deadline Date and ending on the earlier of (x) the 90th day immediately following the De-Legending Deadline Date and (y) the date on which the restrictive legend on the such Notes has been removed in accordance with Section 2.05(c), the such Notes are assigned an unrestricted CUSIP and the such Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or AvadelHolders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes and (ii) at a rate equal to 0.50% per annum of the principal amount of such Notes outstanding for each day during the period beginning on, and including, the 91st day immediately following the De-Legending Deadline Date and ending on the date on which the restrictive legend on such Notes has been removed in accordance with Section 2.05(c), such Notes are assigned an unrestricted CUSIP and such Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may accrue as a result of the Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable, after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), as described in Section 4.06(d), together with any Additional Interest payable at the Company’s election as the remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee Trustee, no later than five Business Days prior to the applicable payment date, an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable, and the Trustee shall not have any duty to verify the Company’s calculation of Additional Interest. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any such documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission and giving effect to any grace period provided by Rule 12b-25 under the Exchange ActAct or any similar or successor grace period). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall have no responsibility to determine whether any documents have been filed on the XXXXX system. Notwithstanding anything to the contrary in this Indenture, the Company shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is seeking, or has received, confidential treatment from the Commission. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable tradeable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the NotesNotes (other than any restriction arising solely from the Company’s or the Trustee’s ability to require the delivery of legal opinions, certificates or other evidence in order to demonstrate that the proposed transfer is being made in compliance with applicable securities laws)), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of (i) 0.25% per annum of the principal amount of the Notes outstanding for each of the first 90 days and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day from, and including, the 91st day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable tradeable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes (other than any restriction arising solely from the Company’s or the Trustee’s ability to require the delivery of legal opinions, certificates or other evidence in order to demonstrate that the proposed transfer is being made in compliance with applicable securities laws). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding For purposes of this Section 4.06(d), the foregoing and phrase “restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, Additional Interest pursuant to the assignment of a restricted CUSIP number or the existence of a restrictive legend on Notes in compliance with this Indenture, in either case, during the six-month period described in this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable tradeable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable tradeable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). Notwithstanding the foregoing and for For the avoidance of doubt, Additional Interest pursuant a Global Note will not be deemed to this Section 4.06(e) shall not accrue or otherwise be payable assigned an unrestricted CUSIP number unless such Global Note is identified by an unrestricted CUSIP number in respect the facilities of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the TrusteeDepositary. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall shall, subject to the immediately succeeding sentence, be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may accrue as a result of the Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports filed on Form 8-K), as described in Section 4.06(d), together with any interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At If at any time Avadel the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide furnish to the Trustee and, upon written request, any HolderHolders, beneficial owner or owners and prospective purchaser purchasers of such the Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs such Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs such Common Stock in accordance with Rule 144A, as such rule may be amended from time to time. (b) The So long as any Notes are outstanding, the Company shall file with furnish to the TrusteeTrustee and the Holders, within 15 days after the same are required to date on which the Company would be filed with the Commission, copies of any documents or reports that Avadel is required to file the same with the Commission pursuant to Section 13 or 15(d) of the Exchange Act its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all quarterly and annual financial information required to be contained in Forms 10-Q and 10-K and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s independent auditors. Any The Company shall not be required to file any report or other information with the Commission if the Commission does not permit such document or report that Avadel files filing, although such reports will be required to be furnished to the Trustee. Documents filed by the Company with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with have been furnished to the Trustee for purposes and the Holders as of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel and ending on the date that is one year after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), as applicable, or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on Notes (i) for the Notes first 90 days thereafter, at the a rate of 0.50equal to 0.25% per annum of the aggregate principal amount of the Notes outstanding for each day during such 90-day period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates and (or Holders that were ii) for any day thereafter, at a rate equal to 0.50% per annum of the aggregate principal amount of the Notes outstanding for each day on which the Company’s failure to file is continuing or Avadelthe Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates at any time during the three months immediately preceding)Affiliates. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long asat any time on or after the 370th day after the last original issuance date of the Notes (or the next succeeding Business Day if such 370th day is not a Business Day), the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 without restrictions by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without as a result of restrictions pursuant to U.S. securities laws law or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes(each, a “Restricted Event”), the Company shall pay Additional Interest on the Notes (i) for the first 90 days thereafter, at a rate equal to 0.25% per annum of the aggregate principal amount of the Notes outstanding for each day during such 90-day period for which such Restricted Event is continuing and (ii) for any day thereafter, at a rate equal to 0.50% per annum of the aggregate principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), each day on which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteesuch Restricted Event is continuing. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The In no event shall any Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to), and not in lieu of, together with any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee at least five Business Days prior to the payment date an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment promptly after making such payment. (i) The Company shall not, and shall not permit any of its “affiliates” (as defined in Rule 144) to, resell any Notes or shares of Common Stock that have been reacquired by the Company or acquired by any of them.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, Avadel shallthe Guarantor will, so long as any of the Notes, any ADSs deliverable Notes or shares of Common Stock issuable upon exchange thereof or any Ordinary Shares represented thereby shallwill, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand will, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange of such Notes, Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel Guarantor shall take such further action as any Holder or beneficial owner of such Notes or such ADSs Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company Guarantor shall file comply with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel is required to file with the Commission pursuant to Section 13 or 15(d314(a) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Trust Indenture Act). Any such document or report that Avadel files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX system. (c) Delivery of the reports and documents described in subsection pursuant to subsections (a) and (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or AvadelGuarantor’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the NotesNotes offered by the Offering Memorandum, Avadel the Guarantor fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadelthe Guarantor’s Affiliates or Holders that were the Company’s or Avadelthe Guarantor’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the such Notes. Such Additional Interest shall accrue on the such Notes at the rate of 0.50% per annum of the principal amount of the such Notes outstanding for each day during such period for which Avadelthe Guarantor’s failure to file has occurred and is continuing or the such Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadelthe Guarantor’s Affiliates (or Holders that were the Company’s or Avadelthe Guarantor’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Guarantor is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does do not include documents or reports that Avadel the Guarantor furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadelthe Guarantor’s Affiliates or Holders that were the Company’s or Avadelthe Guarantor’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 375th day after the last date of original issuance of the NotesNotes offered by the Offering Memorandum, the Company shall pay Additional Interest on the such Notes at a rate equal to 0.50% per annum of the principal amount of such Notes outstanding until the restrictive legend on the such Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadelthe Guarantor’s Affiliates (or Holders that were the Company’s or Avadelthe Guarantor’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange ActAct (or any successor rule) and excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor theretosystem) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system, it being understood that the Trustee shall have no responsibility to determine if any documents have been filed. For the avoidance of doubt, any failure to comply with this Section 4.06(b) will not constitute an Event of Default pursuant to Section 6.01(f) unless (i) the Company has received written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such failure and (ii) the Company has not cured such failure during the 60 consecutive days after receipt of such notice. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, only and the Trustee’s receipt of such documents, information and reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadelany other person’s compliance with any of their respective its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other person’s compliance with the covenants under this Indenture or with respect to any reports or other documents filed under this Indenture. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50(i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 90 days of such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 as described above by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) and (ii) 0.50% per annum of the principal amount of Notes outstanding for each day after the first 90 days of such period for which the Company’s failure to file has occurred and is continuing or Avadelthe Notes are not otherwise freely tradable as described above by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 385th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of Notes outstanding for the first 90 days after such 385th day until the restrictive legend has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable as described above by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) and (ii) 0.50% per annum of the principal amount of Notes outstanding after the first 90 days after such 385th day until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03; provided that in no event shall Additional Interest payable as a result of the Company’s failure to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K) as set forth in Section 4.06(d), together with any Additional Interest payable at the Company’s election pursuant to Section 6.03 for failure to comply with the Company’s obligations as set forth in Section 4.06(b), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment. The Trustee shall have no duty to verify the Company’s determination of whether Additional Interest is due or the Company’s calculations as to the amount of Additional Interest.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Class A Common Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX system. The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above this ‎Section 4.06 to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable by Holders that are not Affiliates of the Company, as the case may be, without restrictions pursuant to Rule 144 by Holders other than U.S. securities laws or the Company’s terms of this Indenture or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)Notes. As used in this Section ‎Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section ‎Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 375th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section ‎Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section ‎Section 4.06(d) or Section ‎Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section ‎Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to ‎Section 4.06(d) and ‎Section 4.06(e) together with any Additional Interest payable pursuant to ‎Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section ‎Section 4.06(d) or Section ‎Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the REIT (or the Company in lieu of the REIT) is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company and the REIT shall, so long as any of the Notes, Notes or any ADSs deliverable Common Shares issuable upon exchange thereof or any Ordinary Shares represented thereby shallwill, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holderand furnish to the Holders, beneficial owner or owners and prospective purchaser purchasers of such the Notes or and of any ADSs deliverable Common Shares delivered upon exchange of such the Notes, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes and such Notes or ADSs Common Shares pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs Common Shares in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed by the REIT with the Commission, copies of any documents or reports that Avadel the REIT is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the REIT files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or such successor thereto); provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadel’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Shares represented thereby underlying, or in lieu of, ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs (or Ordinary Shares in lieu thereof) deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs (or Ordinary Shares in lieu thereof) pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs (or Ordinary Shares in lieu thereof) may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs (or Ordinary Shares in lieu thereof) in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto). The Trustee shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible electronically. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after (i) giving effect to all applicable grace periods thereunder and (ii) other than reports on Form 86-KK to the extent such reports are not required to satisfy the “current public information” requirement of Rule 144), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay or cause the Paying Agent (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 tradable, as described above, by Holders other than Affiliates of the Company’s or Avadel’s Affiliates Company (or Holders that were Affiliates of the Company’s or Avadel’s Affiliates at any time Company during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, (x) the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, (y) the Notes are assigned a restricted CUSIP or (z) the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (thereof without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the NotesNotes (in each case (x), (y) and (z), except for the Notes that are owned by the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay or cause the Paying Agent (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until (x) the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), (y) the Notes are have been assigned an unrestricted CUSIP and (z) the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) thereof without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing Notes (in each case (x), (y) and (z), except for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes owned by the Company in an Officers’ Certificate delivered to Company’s Affiliates or Holders that were the TrusteeCompany’s Affiliates at any time during the three months immediately preceding). (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section ‎Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b‎(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, after the date that is six months after the last date of original issuance of the Notes, Avadel fails the Company has failed to timely file any document report or report other materials that it the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable applicable, during the preceding 12 months (after giving effect to all applicable grace periods thereunder and other than reports Current Reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the a rate of equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for on which Avadelthe Company’s failure to file as described above has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately precedingpreceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). As used in this Section 4.06(d), documents reports or reports other materials that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents reports or reports materials that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee[Reserved.] (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e4.06‎(d) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to ‎Section 6.03; provided that in no event shall Additional Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), together with any Additional Interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating to the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 1.00% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e4.06‎(d), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof or any Ordinary Shares represented thereby Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable upon exchange of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. The Trustee shall have no liability whatsoever to determine if such filings have been made. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, it being understood and agreed that the assignment of a restricted CUSIP shall not constitute a restriction pursuant to U.S. securities laws or the terms of this Indenture or the Notes for purposes of this Section 4.06(d)), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes, it being understood and agreed that the assignment of a restricted CUSIP shall not constitute a restriction pursuant to U.S. securities laws or the terms of this Indenture or the Notes for purposes of this Section 4.06(d). As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 370th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may accrue as a result of the Company’s failure to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), as described in Section 4.06(d), together with any interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating to its failure to comply with its obligations as set forth under Section 6.03, accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall promptly deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Common Shares represented thereby shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. 144A under the Securities Act. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) . Delivery of the reports and documents described in subsection (bthis Section 4.06(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (dc) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)continuing. As used in this Section 4.06(d4.06(c), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (ed) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (fe) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (gf) The In no event shall Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, accrue on any day under the terms of this Indenture (taking any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 4.06(c) together with any Additional Interest payable pursuant to Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (hg) If Additional Interest is payable by the Company pursuant to Section 4.06(d4.06(c) or Section 4.06(e4.06(d), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange thereof Notes or any Ordinary Shares represented thereby shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any ADSs deliverable shares of Common Stock issuable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs shares of Common Stock pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.144A. (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission) that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX systemXXXXX system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been made or for their timeliness or their content. (c) Delivery of the reports reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on Officers’ Certificatesan Officer’s Certificate). The Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants or with respect to any reports or other documents filed with the Commission via the XXXXX system (or any successor thereto) or any other website, or to participate in any conference calls. (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend Restrictive Legend on the Notes specified in Section 2.05(c) has not been removedremoved (or deemed removed as provided in Section 2.05(c)), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th 380th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend Restrictive Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were have been the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding The Restrictive Legend on the foregoing Notes shall be deemed removed pursuant to the terms of the Indenture as provided in Section 2.05(c), and, at such time, the Notes will, pursuant to, and subject to the provisions of, such Section, be deemed assigned an unrestricted CUSIP number. However, for the avoidance of doubt, for Notes that are not in certificated form, the Notes will continue to bear Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable paragraph until such time as they are identified by an unrestricted CUSIP in respect the facilities of the Notes issued pursuant to Depositary or any successor depositary for the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, as a result of completion of the Depositary’s mandatory exchange process or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trusteeotherwise. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. Notwithstanding the foregoing, in no event shall Additional Interest with respect to the Notes payable as a result of the Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act), as set forth in under Section 4.06(d), together with any Additional Interest that may accrue at the Company’s election pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement and Annual Reports. (a) At any time Avadel the Company is not subject to Section 13 or 15(d) of the Exchange Act, Avadel the Company shall, so long as any of the Notes, any ADSs deliverable upon exchange conversion thereof or any Ordinary Class A Common Shares represented thereby underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any the ADSs deliverable upon exchange conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or ADSs pursuant to Rule 144A. The Company and Avadel shall take such further action as any Holder or beneficial owner of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time. (b) The Company shall file with provide to the Trustee, Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that Avadel the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that Avadel the Company files with the Commission via the Commission’s EXXXX XXXXX system (or any successor thereto) shall be deemed to be filed with provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EXXXX XXXXX system. (c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Avadel’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ CertificatesCertificate). (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, Avadel the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 86-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which Avadelthe Company’s failure to file has occurred and is continuing or the period during which the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than tradable, as the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding)case may be. As used in this Section 4.06(d), documents or reports that Avadel the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that Avadel the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(d) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are have been assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s or Avadel’s Affiliates (or Holders that were the Company’s or Avadel’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. Notwithstanding the foregoing and for the avoidance of doubt, Additional Interest pursuant to this Section 4.06(e) shall not accrue or otherwise be payable in respect of the Notes issued pursuant to the Exchange Agreements (and any Notes issued in exchange or substitution therefor pursuant to Section 2.05, 2.06, 2.07 or 2.08 of this Indenture), which Notes will be Unrestricted Notes, or any other Notes that are designated as Unrestricted Notes by the Company in an Officers’ Certificate delivered to the Trustee. (f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. (h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.