AVADEL FINANCE CAYMAN LIMITED, as Notes Issuer AND AVADEL PHARMACEUTICALS PLC, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of February 16, 2018Indenture • February 16th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations • New York
AVADEL PHARMACEUTICALS PLCDeposit Agreement • February 16th, 2018 • Avadel Pharmaceuticals PLC • Pharmaceutical preparations
The Company and its subsidiary Avadel Finance Cayman Limited (“Avadel Finance”) have entered into a purchase agreement in connection with the purchase and sale, and initial resale in reliance on Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), of Avadel Finance’s 4.50% Exchangeable Senior Notes due 2023 (the “Notes”) in the aggregate principal amount of US$143,750,000 which will be guaranteed on a senior unsecured basis by the Company. The Notes will be exchangeable, at the option of the holder thereof (such holder, an “Exchanging Noteholder”), for (i) cash, (ii) ADSs (the “Exchange ADSs”) representing ordinary shares of the Company (“Exchange Shares”) that will be deposited for delivery of such Exchange ADSs, with each Exchange ADS representing one Exchange Share (subject to adjustment in accordance with the Deposit Agreement), or (iii) a combination of cash and Exchange ADSs, as provided in the Indenture, dated as of February 16, 2018 (the
