0001193125-14-380899 Sample Contracts

FORM OF CONVERSION AGREEMENT
Form of Conversion Agreement • October 24th, 2014 • Horizon Pharma PLC • 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 Notes (as defined below) hereunder, a “Holder”), enters into this Conversion Agreement (this “Agreement”) with Horizon Pharma Inc. (the “Company”) and Horizon Pharma Public Limited Company (the “Parent”) on October , 2014 whereby, in exchange for the cash payments specified below, the Holders will convert (the “Conversion”) the Company’s 5.00% Convertible Senior Notes due 2018 (the “Notes”) into ordinary shares of the Parent (the “Ordinary Shares”) pursuant to the provisions of that certain Indenture, dated as of November 22, 2013, as supplemented (the “Indenture”), between the Company and U.S. Bank National Association, as the Trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in t

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