Form of Exchange AgreementExchange Agreement • February 11th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Annex A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Old Notes (as defined below) hereunder, an “Investor”) enters into this exchange agreement (the “Exchange Agreement”) with Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), whereby the Investor will exchange (the “Exchange”) the Company’s outstanding 5.75% Convertible Senior Notes due 2021 (CUSIP 45780VAB8 and ISIN US45780VAB80) (the “Old Notes”), issued pursuant to that certain Indenture, dated as of August 5, 2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Old Notes Trustee”), as supplemented by the First Supplemental Indenture, dated as of August 5, 2016 (the “First Supplemental Indenture,” and, together with the Base Indenture, the “Old Notes Indentur
