February 8, 2021 KemPharm, Inc. 1180 Celebration Blvd. Suite 103 Celebration, FL 34747 Fax: [Intentionally Omitted] E-mail: [Intentionally Omitted] Attention: R. LaDuane Clifton, Chief Financial Officer Re: Payoff Letter Ladies and Gentlemen:Payoff Letter • February 9th, 2021 • Kempharm, Inc • Pharmaceutical preparations • New York
Reference is made to (i) the Facility Agreement, dated as of June 2, 2014 (as amended, restated, supplemented or otherwise modified to date, the “Credit Agreement”), between KemPharm, Inc., a Delaware corporation (the “Borrower” or a “Credit Party”), and Deerfield Private Design Fund III, L.P., a Delaware limited partnership (the “DPDF Lender”), Deerfield Special Situations Fund, L.P., a Delaware limited partnership (“DSS”), Delaware Street Capital Master Fund, L.P., a Cayman Islands limited partnership (“DSCM”), and the other lenders from time to time party thereto (the “Other Lenders”; the Other Lenders together with the DPDF Lender, DSS and DSCM, collectively, the “Lenders”, individually each a “Lender”), and (ii) the other Transaction Documents (as defined in the Credit Agreement) and all other documents and instruments relating thereto (together with the Credit Agreement, collectively, the “Credit Documents”). The Lenders understand that at the Payoff Effective Time (as hereinafte
