PDL BIOPHARMA, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT September 12, 2019Convertible Notes Exchange Agreement • September 13th, 2019 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with PDL BioPharma, Inc., a Delaware corporation (the “Company”), as of the date first written above whereby the Holders will exchange for each $1,000 principal amount of the Company’s 2.75% Convertible Senior Notes due 2021 (the “Outstanding Notes”), (a) $1,000 principal amount of the Company’s new 2.75% Convertible Senior Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of a base indenture (the “Base Indenture”) dated as of the Closing Date, as supplemented by a supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture” and together with the Base Indentur
