Common use of Supporting Noteholder Termination Clause in Contracts

Supporting Noteholder Termination. This Agreement shall automatically terminate, or otherwise terminate as provided below, upon the delivery of written notice from the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, as applicable, to the Company (in accordance with Section 21), at any time after the occurrence of any of the following: (i) the Petition Date shall not have occurred on or before October 31, 2018; (ii) the Company shall have failed to file the Plan and the Disclosure Statement on the Petition Date; (iii) the Bankruptcy Court shall not have entered the Interim Cash Collateral Order on or before the date that is five (5) days after the Petition Date; (iv) the Bankruptcy Court shall not have entered the Disclosure Statement Order, the Final Cash Collateral Order on or before the date that is forty (40) days after the Petition Date; (v) the Bankruptcy Court shall not have entered the Confirmation Order on or before the date that is eighty (80) days after the Petition Date; (vi) the Effective Date shall not have occurred by the Outside Date; (vii) the termination of the Purchase Agreement in connection with the Iroko Acquisition; (viii) (A) any Definitive Document is not consistent with this Agreement or is otherwise not in form and substance reasonably acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, or (B) any of the terms or conditions of any Definitive Document is waived, amended or modified, or any Company Party files a pleading seeking authority to waive, amend or modify, any Definitive Document, without the Required Supporting Noteholders’ prior written consent (including via email), in each case which remains uncured for five (5) Business Days after the receipt by the Company of written notice delivered in accordance herewith; (ix) the Company shall have withdrawn the Plan without the consent of the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; (x) any Company Party files, propounds or otherwise seeks, solicits, proposes or supports, directly or indirectly, any Alternative Proposal or publicly announces its intention to pursue an Alternative Proposal; (xi) any Company Party files any motion or application seeking authority to sell all or a material portion of its assets; (xii) the termination of the consensual use of cash collateral as provided in the Cash Collateral Orders; (xiii) the filing by any Company Party of any motion or other request for relief seeking (A) dismissal of any of the Chapter 11 Cases, (B) conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (C) appointment of a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases; (xiv) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction (A) dismissing any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (C) appointing a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code with respect to any of the Chapter 11 Cases, (D) making a finding of fraud, dishonesty, or material misconduct by any officer or director of the Company or (E) that would have the effect of restricting, preventing or prohibiting consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder; (xv) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction avoiding, invalidating disallowing, subordinating or recharacterizing any Egalet Claims held by any Supporting Noteholder; (xvi) the breach in any material respect by any Company Party of any of its covenants, obligations, representations, or warranties contained in this Agreement, and any such breach (a) remains uncured for a period of five (5) Business Days from the date the breaching Company Party receives a written notice of such breach from the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, and (b) could reasonably be expected to materially impair the ability to consummate the Restructuring in accordance with the terms of this Agreement; (xvii) any court of competent jurisdiction or other competent Governmental Unit or regulatory authority shall have issued any ruling, judgment, or order making illegal or otherwise restricting, preventing, enjoining or prohibiting the consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder in a manner that cannot be reasonably remedied in a timely manner by the Company or the Supporting Noteholder; (xviii) the exclusive right of any Company Party to file and solicit a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code shall have terminated; (xix) the filing of any motion or pleading by any Company Party in the Chapter 11 Cases that is not consistent with the terms and conditions of this Agreement or the Definitive Documents in a manner that is reasonably not acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; or (xx) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material assets of the Company that would have an adverse impact on the Restructuring.

Supporting Noteholder Termination. This Agreement shall automatically terminate, or otherwise terminate as provided below, upon one (1) Business Day following the delivery of written notice from the Required Supporting Secured Noteholders (or the Required Supporting Convertible Noteholders, as applicable, their counsel) to the Company (Emergent in accordance with Section 21)27, at any time after the occurrence of any of the following: : (i) a material breach (without giving effect to any materiality qualifiers therein) by Emergent of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement or the Definitive Documents, and, to the extent - 10 - such breach is curable, such breach remains uncured for a period of five (5) Business Days; (ii) the Petition Date shall not have occurred on or before October 3116, 2018; 2020; (iiiii) the Company Emergent shall have failed to file the Plan and the Disclosure Statement on within one (1) Business Day following the Petition Date; (iii) the Bankruptcy Court shall not have entered the Interim Cash Collateral Order on or before the date that is five (5) days after the Petition Date; ; (iv) the Bankruptcy Court Disclosure Statement shall not have entered been approved by the Disclosure Statement Order, the Final Cash Collateral Order Bankruptcy Court on or before the date that is forty (40) days after the Petition Date; November 16, 2020 (v) the Confirmation Order shall not been entered by the Bankruptcy Court shall not have entered the Confirmation Order on or before the date that is eighty (80) days after the Petition Date; December 18, 2020; (vi) if, on or prior to the Effective Date shall not have occurred by the Outside Date; (vii) the termination commencement of the Purchase Agreement Confirmation Hearing, the Definitive Documents are not consistent in connection all material respects with the Iroko Acquisition; (viii) (A) any Definitive Document is Term Sheet and not consistent with this Agreement or is otherwise not in form and substance reasonably acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, or ; (Bvii) any of the terms or conditions of any Definitive Document is waived, amended or modified, or any Company Party files a pleading seeking authority to waive, amend or modify, any Definitive Document, without the Required Supporting Noteholders’ prior written consent (including via email), in each case which remains uncured for five (5) Business Days after the receipt by the Company of written notice delivered in accordance herewith; (ix) the Company shall have withdrawn Emergent withdraws the Plan without the consent of the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; ; (xviii) any Company Party Emergent files, propounds or otherwise seeks, solicits, proposes supports any plan of reorganization or supports, directly or indirectly, any Alternative Proposal or publicly announces its intention to pursue an Alternative Proposal; restructuring transaction other than the Plan and the Restructuring; (xiix) any Company Party Emergent files any motion or application seeking authority to sell all or a material portion of its assets; assets without the consent of the Required Supporting Noteholders; (xiix) the termination amendment, modification of, or the filing of a pleading seeking to amend or modify, the consensual use of cash collateral as provided in Plan, the Cash Collateral Orders; Disclosure Statement or any other Definitive Documents, by Emergent, which amendment, modification or filing is materially inconsistent with this Agreement, the Term Sheet, or the Definitive Documents and is not acceptable to the Required Supporting Noteholders; (xiiixi) the filing by any Company Party Emergent of any motion or other request for relief seeking (A) voluntary dismissal of any of the Chapter 11 CasesCase, (B) conversion of any of the Chapter 11 Cases Case to a case under chapter 7 of the Bankruptcy Code, or (C) appointment of a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases; Case; (xivxii) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction (A) dismissing any of the Chapter 11 CasesCase, (B) converting any of the Chapter 11 Cases Case to a case under chapter 7 of the Bankruptcy Code, (C) appointing a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code with respect to any of the Chapter 11 CasesCase, (D) making a finding of fraud, dishonesty, or material misconduct by any officer or director of the Company Emergent or (E) that would have the effect of restricting, preventing or prohibiting consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder; (xv) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction avoiding, invalidating disallowing, subordinating or recharacterizing any Egalet Claims held by any Supporting Noteholder; (xvi) the breach in any material respect by any Company Party of any of its covenants, obligations, representations, or warranties contained in this Agreement, and any such breach (a) remains uncured for a period of five (5) Business Days from the date the breaching Company Party receives a written notice of such breach from the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, and (b) could reasonably be expected to materially impair the ability to consummate the Restructuring in accordance with the terms of this Agreement; (xvii) any court of competent jurisdiction or other competent Governmental Unit or regulatory authority shall have issued any ruling, judgment, or order making illegal or otherwise restricting, preventing, enjoining or prohibiting the consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder in a manner that cannot be reasonably remedied in a timely manner by the Company or the Supporting Noteholder; (xviii) the exclusive right of any Company Party to file and solicit a chapter Restructuring; - 11 plan pursuant to section 1121 of the Bankruptcy Code shall have terminated; (xix) the filing of any motion or pleading by any Company Party in the Chapter 11 Cases that is not consistent with the terms and conditions of this Agreement or the Definitive Documents in a manner that is reasonably not acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; or (xx) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material assets of the Company that would have an adverse impact on the Restructuring.-

Supporting Noteholder Termination. This Agreement shall automatically terminate, or otherwise terminate as provided below, upon one (1) Business Day following the delivery of written notice from the Required Supporting Secured Noteholders (or the Required Supporting Convertible Noteholders, as applicable, their counsel) to the Company (Emergent in accordance with Section 21)27, at any time after the occurrence of any of the following: : (i) a material breach (without giving effect to any materiality qualifiers therein) by Emergent of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement or the Definitive Documents, and, to the extent such breach is curable, such breach remains uncured for a period of five (5) Business Days; (ii) the Petition Date shall not have occurred on or before October 3116, 2018; 2020; (iiiii) the Company Emergent shall have failed to file the Plan and the Disclosure Statement on within one (1) Business Day following the Petition Date; (iii) the Bankruptcy Court shall not have entered the Interim Cash Collateral Order on or before the date that is five (5) days after the Petition Date; ; (iv) the Bankruptcy Court Disclosure Statement shall not have entered been approved by the Disclosure Statement Order, the Final Cash Collateral Order Bankruptcy Court on or before the date that is forty (40) days after the Petition Date; November 16, 2020 (v) the Confirmation Order shall not been entered by the Bankruptcy Court shall not have entered the Confirmation Order on or before the date that is eighty (80) days after the Petition Date; December 18, 2020; (vi) if, on or prior to the Effective Date shall not have occurred by the Outside Date; (vii) the termination commencement of the Purchase Agreement Confirmation Hearing, the Definitive Documents are not consistent in connection all material respects with the Iroko Acquisition; (viii) (A) any Definitive Document is Term Sheet and not consistent with this Agreement or is otherwise not in form and substance reasonably acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, or ; (Bvii) any of the terms or conditions of any Definitive Document is waived, amended or modified, or any Company Party files a pleading seeking authority to waive, amend or modify, any Definitive Document, without the Required Supporting Noteholders’ prior written consent (including via email), in each case which remains uncured for five (5) Business Days after the receipt by the Company of written notice delivered in accordance herewith; (ix) the Company shall have withdrawn Emergent withdraws the Plan without the consent of the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; ; (xviii) any Company Party Emergent files, propounds or otherwise seeks, solicits, proposes supports any plan of reorganization or supports, directly or indirectly, any Alternative Proposal or publicly announces its intention to pursue an Alternative Proposal; restructuring transaction other than the Plan and the Restructuring; (xiix) any Company Party Emergent files any motion or application seeking authority to sell all or a material portion of its assets; assets without the consent of the Required Supporting Noteholders; (xiix) the termination of the consensual use of cash collateral as provided in the Cash Collateral Orders; (xiii) amendment, modification of, or the filing by any Company Party of any motion or other request for relief seeking (A) dismissal of any of the Chapter 11 Cases, (B) conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (C) appointment of a trustee pleading seeking to amend or an examiner with expanded powers pursuant to section 1104 of modify, the Bankruptcy Code in any of Plan, the Chapter 11 Cases; (xiv) the entry of an order by the Bankruptcy Court Disclosure Statement or any other court Definitive Documents, by Emergent, which amendment, modification or filing is materially inconsistent with appropriate jurisdiction (A) dismissing any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (C) appointing a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code with respect to any of the Chapter 11 Cases, (D) making a finding of fraud, dishonesty, or material misconduct by any officer or director of the Company or (E) that would have the effect of restricting, preventing or prohibiting consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder; (xv) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction avoiding, invalidating disallowing, subordinating or recharacterizing any Egalet Claims held by any Supporting Noteholder; (xvi) the breach in any material respect by any Company Party of any of its covenants, obligations, representations, or warranties contained in this Agreement, and any such breach (a) remains uncured for a period of five (5) Business Days from the date the breaching Company Party receives a written notice of such breach from the Required Supporting Secured Noteholders or the Required Supporting Convertible NoteholdersTerm Sheet, and (b) could reasonably be expected to materially impair the ability to consummate the Restructuring in accordance with the terms of this Agreement; (xvii) any court of competent jurisdiction or other competent Governmental Unit or regulatory authority shall have issued any ruling, judgment, or order making illegal or otherwise restricting, preventing, enjoining or prohibiting the consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder in a manner that cannot be reasonably remedied in a timely manner by the Company or the Supporting Noteholder; (xviii) the exclusive right of any Company Party to file and solicit a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code shall have terminated; (xix) the filing of any motion or pleading by any Company Party in the Chapter 11 Cases that is not consistent with the terms and conditions of this Agreement or the Definitive Documents in a manner that and is reasonably not acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; or (xx) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material assets of the Company that would have an adverse impact on the Restructuring.- 11 -

Supporting Noteholder Termination. This Agreement shall automatically terminate, or otherwise terminate as provided below, upon one (1) Business Day following the delivery of written notice from the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, as applicable, to the Company other Parties (in accordance with Section 2131), at any time after and during the occurrence continuance of any of the following: (i) Notwithstanding Section 6(a)(iv), the occurrence of any default or event of default under the Indenture (other than under sections 4.23(d), 6.01(1), 6.01(8) or 6.01(9) of the Indenture, and any default or event of default resulting from the delay in the delivery of the officer’s certificate required under section 4.06(b) of the Indenture for any default or event of default under sections 4.23(d), 6.01(1), 6.01(8) or 6.01(9) of the Indenture) or the Loan Agreement (other than any default or event of default under sections 10.6 and 10.8 of the Loan Agreement); (ii) the FES Parties shall have failed to commence the Solicitation on or before December 22, 2016; (iii) the Petition Date shall not have occurred on or before October 31January 23, 20182017; (iiiv) the Company FES Parties shall have failed to file the Plan and the Disclosure Statement on the Petition Date; Date or within one (iii1) the Bankruptcy Court shall not have entered the Interim Cash Collateral Order on or before the date that is five (5) days after the Petition Date; (iv) the Bankruptcy Court shall not have entered the Disclosure Statement Order, the Final Cash Collateral Order on or before the date that is forty (40) days after the Petition DateBusiness Day thereafter; (v) the Bankruptcy Court shall not have entered declines to approve the Confirmation Order on Restructuring Support Agreement and/or the Backstop Agreement at or before the date that is eighty (80) days after time of entry of the Petition DateConfirmation Order; (vi) the Effective Date Disclosure Statement shall not have occurred been approved by the Outside DateBankruptcy Court and the Confirmation Order shall not been entered by the Bankruptcy Court on or before March 9, 2017; (vii) the termination of the Purchase Agreement in connection with the Iroko Acquisition; (viii) (A) any Definitive Document is not consistent with this Agreement or is otherwise Documents are not in form and substance reasonably acceptable to the Required Supporting Secured Noteholders on or prior to the Required Supporting Convertible Noteholders, or (B) any commencement of the terms or conditions of any Definitive Document is waived, amended or modified, or any Company Party files a pleading seeking authority to waive, amend or modify, any Definitive Document, without the Required Supporting Noteholders’ prior written consent (including via email), in each case which remains uncured for five (5) Business Days after the receipt by the Company of written notice delivered in accordance herewithConfirmation Hearing; (ixviii) the Company FES Parties shall have withdrawn the Plan without the consent of the Required Supporting Secured Noteholders Noteholders; (ix) the FES Parties file, propound or otherwise support any plan of reorganization or restructuring transaction other than the Required Supporting Convertible NoteholdersPlan; (x) any Company Party files, propounds or otherwise seeks, solicits, proposes or supports, directly or indirectly, any Alternative Proposal or publicly announces its intention to pursue an Alternative Proposal; (xi) any Company FES Party files any motion or application seeking authority to sell all or a material portion of its assets; (xiixi) the termination of the consensual use of cash collateral as provided in the Cash Collateral OrdersOrder; (xii) termination of the Backstop Agreement; (xiii) the amendment, modification of, or the filing of a pleading seeking to amend or modify, the Plan, the Disclosure Statement or any Definitive Documents, by the FES Parties, which amendment, modification or filing is materially inconsistent with this Agreement or the Definitive Documents in a manner that is not reasonably acceptable to the Required Supporting Noteholders, provided, that amendments or modifications to the Plan, the Disclosure Statement and the Confirmation Order must be acceptable to the Required Supporting Noteholders in their sole discretion; (xiv) the filing by any Company Party the FES Parties of any motion or other request for relief seeking (A) voluntary dismissal of any of the Chapter 11 Cases, (B) conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (C) appointment of a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases; (xivxv) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction (A) dismissing any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (C) appointing a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code with respect to any of the Chapter 11 Cases, (D) making a finding of fraud, dishonesty, or material misconduct by any officer or director of the Company FES Parties or (E) that would have the effect of restricting, preventing or prohibiting consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting NoteholderRestructuring; (xvxvi) the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction entering an order avoiding, invalidating disallowing, subordinating or recharacterizing any Egalet Claims Claim, lien, or interest held by any Supporting NoteholderNoteholder arising under the Indenture; (xvixvii) the a material breach in any material respect by any Company Party of the FES Parties of any of its covenants, obligationsthe commitments, representations, warranties, or warranties contained in covenants of the FES Parties under this AgreementAgreement or the Definitive Documents, and any such breach (a) remains uncured for a period of by the FES Parties is not cured within five (5) Business Days from the date the breaching Company Party receives a after receipt of written notice of and opportunity to cure, if such breach is curable, from the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders, and (b) could reasonably be expected to materially impair the ability to consummate the Restructuring in accordance with the terms of this Agreement; (xviixviii) any court of competent jurisdiction or other competent Governmental Unit governmental or regulatory authority shall have issued any ruling, judgment, or an order making illegal or otherwise restricting, preventing, enjoining or prohibiting the consummation of the Restructuring or adversely impacting the legal or economic rights of any Supporting Noteholder in a manner that cannot be reasonably remedied in a timely manner by the Company FES Parties or the Supporting NoteholderNoteholders; (xviiixix) the Effective Date shall not have occurred by the Outside Date; (xx) the exclusive right of any Company Party the FES Parties to file and solicit a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code shall have terminated;; or (xixxxi) the filing of any motion or pleading by any Company Party of the FES Parties in the Chapter 11 Cases that is not consistent materially inconsistent with the terms and conditions of this Agreement or the Definitive Documents in a manner that is not reasonably not acceptable to the Required Supporting Secured Noteholders or the Required Supporting Convertible Noteholders; or (xx) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material assets of the Company that would have an adverse impact on the Restructuring.