FLAMEL TECHNOLOGIES S Clause Samples

FLAMEL TECHNOLOGIES S. A., a French joint-stock company (société anonyme) with a share capital of EUR5,029,783 comprising 41,241,254 shares having a nominal value of EUR0.12196, all fully paid and registered office located at Parc Club du Moulin à Vent, ▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, 69200 Vénissieux, France, registered with the Lyon Trade and Companies Register (RCS) under no. 379 001 530, Represented by ▇▇. ▇▇▇▇▇▇▇ ▇. Anderson, Directeur Général of Flamel, who is duly authorised for the purpose hereof by a decision made by Flamel’s Board of Directors on 12 May 2016. Hereinafter the “Acquired Company” or “Flamel”. Avadel and Flamel are hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.

FLAMEL TECHNOLOGIES S. A. ÉCLAT HOLDINGS, LLC

FLAMEL TECHNOLOGIES S. A. (a corporation (société anonyme) organized under the laws of the Republic of France) M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated UBS Securities LLC S▇ ▇▇▇▇▇ Securities Corporation Punk, Z▇▇▇▇▇ & Company, L.▇. ▇▇▇▇▇▇▇▇ Curhan Ford & Co. B▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. P▇▇▇▇▇▇ & Co. as Underwriters c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 4 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Flamel Technologies S.A., a corporation (société anonyme) organized under the laws of the Republic of France (the “Company”), and the persons (other than the Company) listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with M▇▇▇▇▇▇ L▇▇▇▇ & Co., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (“M▇▇▇▇▇▇ L▇▇▇▇”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the issuance by the Company of 2,000,000 of its Ordinary Shares, nominal value of approximately 0.1219 Euros per share (“Ordinary Shares”), (ii) the sale by the Selling Shareholders, acting severally and not jointly, of [1,800,000] Ordinary Shares in the form of American Depositary Shares (“ADSs”), each ADS representing one of the Company’s Ordinary Shares, in the respective numbers as set forth in Schedule B hereto, (iii) the subscription by M▇▇▇▇▇▇ L▇▇▇▇ of the Primary Shares (defined below), (iv) the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Ordinary Shares, in the form of ADSs, as set forth opposite their respective names in Schedule A hereto and (v) the grant by the Selling Shareholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [570,000] additional Ordinary Shares in the form of ADSs to cover overallotments, if any. The aforesaid 2,000,000 new Ordinary Shares (the “Primary Shares”) to be issued by the Company and the [1,800,000] Ordinary Shares to be sold by the Selling Shareholders shall hereinafter be referred to as the “Initial Securities,” and all or any part of the additional [570,000] Ordinary Shares subject to the option described in Section 2(b) hereof shall hereinafter be referred to as the “Option Securities.” The Initial Securities and the Option Securities are hereinafter cal...

FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger);

FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger); Appendix 6.5 Estimated Fair Market Value for purposes of Section 6.5 Appendix 14 Flamel’s Works Council opinion Appendix 14.4 List of customs and unilateral commitments in force within Flamel as of the date hereof Appendix 15 Revised Constitution of Avadel ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ the Twenty-Ninth (29) day of June 2016 Seven (7) original copies.

FLAMEL TECHNOLOGIES S. A. Ordinary Shares Outstanding and Ordinary Shares Issuable Pursuant to Equity-Linked Securities Estimated Fair Market Value for purposes of Section 6.5 USD EUR

FLAMEL TECHNOLOGIES S. A. having its registered office at 3▇ ▇▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, 69200 Vénissieux, France (hereinafter called “the Guarantor” which expression shall where the context so admits or requires include its successors and assigns)