EXCHANGE AGREEMENTExchange Agreement • July 20th, 2017 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2017 by and among Pernix Ireland Pain Limited, a private company limited by shares incorporated under the laws of Ireland (the “Issuer”), Pernix Therapeutics Holdings, Inc., a Maryland corporation (“Holdings”), the subsidiary guarantors party hereto (together with Holdings, the “Guarantors” and the Guarantors together with the Issuer, the “Credit Parties”), and 1992 MSF International Ltd. and 1992 Tactical Credit Master Fund, L.P., each a holder (a “Holder” and together, the “Holders”) of Holdings’ 4.25% Convertible Senior Notes due 2021 (the “Existing Convertible Notes”), which were issued under that certain indenture (the “Existing Convertible Notes Indenture”), dated as of April 22, 2015, between Holdings and Wilmington Trust, National Association, as trustee (the “Existing Convertible Notes Trustee”).
