EXCHANGE AGREEMENTExchange Agreement • December 20th, 2017 • Egalet Corp • Pharmaceutical preparations
(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 Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Egalet Corporation, a Delaware corporation (the “Company”), and certain subsidiaries of the Company listed on the signature pages hereto (the “Guarantors”), on December 20, 2017 whereby the Holders will exchange (the “Exchange”) a portion of the Company’s existing 5.50% Convertible Senior Notes due 2020 (the “Existing Notes”) for the Company’s new 6.50% Convertible Senior Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture (the “Indenture”), to be dated on the date of Closing (as defined below), among the Company, the Guarantors and The Bank of New York Mellon, a New York banking corporatio
