8-K FORM AVADEL PHARMACEUTICALS Pour: 20 février ☏ assurance entreprise

De la couverture des risques de subis ou bien causés à des tiers, aux garanties pour couvrir pertes d’exploitation et les risques informatiques, les contrats d’assurance, même facultatifs, s’avérer indispensables.
ll suffit de temps à autre d’un incendie et pourquoi pas de la livraison d’un produit défaillant pour mettre en péril la vie d’une entreprise… Si, du limité point de vue juridique, seules plusieurs bâches sont obligatoires – l’assurance des véhicules, la responsabilité civile et les sûreté particuliers de type garantie décennale pour divers secteurs d’activité -, les PME et TPE ont tout intérêt à souscrire des garanties complémentaires. Au-delà du collant minimum – l’assurance des biens, celle des pertes d’exploitation ou bien la responsabilité civile professionnel -, quelques-uns contrats peuvent se révéler utiles au regard de l’activité de la société (informatique, chimie, transports, pratique cycliques…) mais encore faciliter son expansion à l’international. Difficile toutefois de s’y retrouver dans une offre surabondante. Parcours fléché des sept contrats indispensables à l’entreprise.

1. L’assurance des biens

Première grande catégorie d’assurances pour entreprises: la couverture des risques potentiels extérieurs. Inondation, incendie, vol menacent les locaux, le matos ou bien les stocks. Contre ces dommages, une assurance spécifique être souscrite, non obligatoire par contre néanmoins incontournable. “Attention, si l’entreprise est locataire de ses locaux – bureaux, usine, entrepôt- doit obligatoire souscrire une certitude pour couvrir dommages liés aux biens immobiliers et sa responsabilité d’occupation. Cette obligation figure dans la loi n°89-462 du 6 juillet 1989”, avertit Damien Palandjian responsable département à la Direction des Services aux Entreprises, chez le courtier en aisance Verspieren.

En de sinistre, le chef d’affaire fera une déclaration à sa compagnie d’assurances dans un délai licite rappelé parmi le contrat (de deux à cinq jours, selon les risques), même immédiatement pour les mode importants (incendie, catastrophe naturelle, tempête, cambriolage…). Le montant de l’indemnisation dépend alors de les chiffres des biens garantis, c’est pourquoi il ne faut pas oublier de prévenir son assureur lorsque le périmètre des biens à assurer évolue en cours d’année (achat de nouvelles machines, reprise d’un autre site…), ni de vérifier quels sont les dommages réellement couverts. Les sociétés qui ont une activité cyclique se traduisant pendant une variation importante des fourniture d’articles ont intérêt à faire part cette spécificité à leur assureur pour être mieux couvertes en cas de dommages. La valeur des provision est alors établie sur la base de montant annuel important et régularisée en fin d’année.

Dans radicaux les cas de figure, l’indemnisation sera versée le plus souvent après présentation des factures correspondant aux réparations nécessaires ou à l’achat de nouveau matériels. En cas de lourd sinistre, l’assureur toutefois verser des acomptes à son client.


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LES ÉTATS-UNIS

COMMISSION SÉCURITÉ ET CHANGEMENT

Washington, D.C.20549

FORMULE 8-K

Rapport actuel
En vertu de l'article 13 ou de l'article 15 (d)
1934 Loi sur les bourses

Date du rapport (date du premier événement
rapporté):
2020 24 février (20 février 2020)

AVADEL PHARMACEUTICALS PLC

(Nom exact du déclarant tel que spécifié
ses statuts)

Irlande 001-37977 98-1341933
(État ou autre juridiction (Commission (Employeur IRS
fondateur) Numéro de dossier) Numéro d'identité)

10 Earlsfort Terrace

Dublin 2, Irlande, D02 T380

Sans objet

(Adresse du siège) (Code postal)

Numéro de téléphone du titulaire,
dont l'indicatif régional: +353 1 920 1000

Unité 10-1

Parc d'affaires de Blanchardstown, Balicoolin

Dublin 15, Irlande

(Ancien nom ou ancienne adresse en cas de changement
depuis le dernier message)

Cochez la case ci-dessous pour soumettre un formulaire 8-K
remplir simultanément l'obligation d'enregistrement envers le déclarant en vertu de l'une des dispositions suivantes:

¨ Avis écrits en vertu de l'article 425 de la Securities Act (17 CFR 230.425)
¨ Demander des documents en vertu de la règle 14a-12 en vertu de la loi sur l'échange (17 CFR 240.14a-12)
¨ Avis avant l'ouverture en vertu de 14d-2 (b) en vertu de la loi sur l'échange (17 CFR 240.14d-2 (b))
¨ Avis avant l'entrée en vigueur en vertu de l'article 13e-4 (c) en vertu de la Loi sur l'échange (17 CFR 240.13e-4 (c))

Titres enregistrés en vertu de l'article 4
Article 12 b) de la loi:

Le nom de chaque classe Symbole (s) commercial (s) Le nom de chaque échange qui a lieu
enregistré

Actions dépositaires américaines *

Actions ordinaires, valeur nominale 0,01 $ par action
Partager **

AVDL

Sans objet

Marché mondial Nasdaq

* Les actions de l'American Depository peuvent être approuvées par l'American Depository
Reçus. Chaque action du Dépositaire américain signifie une (1) action ordinaire.

** Pas pour le commerce mais uniquement pour l'inclusion
Actions dépositaires américaines sur le marché mondial du Nasdaq.

Vérifiez si le nouveau titulaire est nouveau
une entreprise en croissance telle que définie en 1933. Règle 405 de la Securities Act (§ 2304040 de cette section) ou Règle 12b-2 de la Securities Act
1934 Loi sur l'échange (§ 240.12b-2 de ce chapitre).

Entreprise en croissance émergente ¨

Si une entreprise émergente en croissance, cochez la case si
le déclarant a choisi de ne pas utiliser la période de transition prolongée pour se conformer aux normes de comptabilité financière nouvelles ou révisées
prévue à l'article 13 (a) de la loi sur l'échange. ¨

Point 1.01. Conclusion du contrat matériel final.

2020 20 février, Avadel Pharmaceuticals
plc ("Compagnie") A conclu un contrat d'achat et de vente de titres ("Contrat d'achat")
avec les acheteurs qui y sont spécifiés ("Les investisseurs").

Basé sur
Dans la convention de vente et d'achat, la Société a convenu de vendre (i) 8 680 225 actions ordinaires d'une valeur nominale de 0,01 $ chacune.
partager ("Actions nominatives ordinaires"), Sous forme d'actions dans le dépositaire américain ("ADS"),
à un prix d’achat de 7,09 $ par action, qui était le cours de clôture moyen annoncé par le Nasdaq (comme
reflété sur Nasdaq.com) pendant cinq jours de bourse juste avant la signature du contrat d'achat en février
(«Prix d'achat») et (ii) 487 614 de leurs convertibles sans droit de vote de série A, privilégiés
Actions d'une valeur nominale de 0,01 $ par action («Actions privilégiées de série A"), Le prix d'achat
(ensemble "L'offre"). Chaque action privilégiée de série A est convertible en un seul ADS, à condition que
la conversion serait interdite si le titulaire et ses sociétés affiliées détenaient plus de 9,99% du total
Actions ordinaires impayées. Pouvoirs, préférences, droits, qualifications, limitations et limitations applicables aux
Les actions privilégiées de série A sont précisées dans le certificat d’actions privilégiées de série A (
"Certificat de désignation").

La proposition devrait être finalisée
2020 25 février ("Fin du mandat").

L'offre est
La société devrait générer des revenus bruts d'environ 65 millions de dollars. USD, net d'agents de recrutement et autres
proposer des coûts.

Pendant la fermeture
À la date du contrat d'achat, la société a l'intention de conclure un accord sur les droits d'enregistrement (
"Accord sur les droits d'enregistrement«) Avec les investisseurs. En vertu de l'accord sur les droits d'enregistrement,
La société préparera et s'inscrira auprès de la Securities and Exchange Commission (
"SEC") Au plus tard 30 jours civils après la date de clôture ou le cinquième jour de bourse suivant
Entreprise 2020 Procuration finale de la SEC («Date limite de dépôt").
La Société fera de son mieux pour rendre cette déclaration d'enregistrement valide
SEC dans les 30 jours civils suivant la date limite de dépôt (ou 60 jours civils si la SEC examine l'enregistrement)
déclaration).

La société fera exactement cela
conviennent également d'indemniser les investisseurs, leurs dirigeants, administrateurs, membres, employés et agents,
héritiers et a repris certaines obligations en vertu de la loi sur l’enregistrement et paie tous les frais
– tous les frais juridiques du (des) vendeur (s) propriétaire (s), ainsi que les éventuels rabais et commissions de vente accordés par les distributeurs,
Obligations de la Société en vertu du contrat de droits d'enregistrement.

L'offre n'est pas soumise à inscription
conformément à l'article 4 (a) (2) de la Securities Act et / ou au règlement D publié en tant qu'émetteur
y compris une offre publique. Les investisseurs ont acheté des titres uniquement à des fins d'investissement, non dans le but de vendre ou de vendre
en raison de leur distribution et les titres émis dans le cadre de cette transaction étaient joints.

Ce qui précède
il n'y a pas de résumé du certificat de désignation, du contrat d'achat et du contrat de droits d'enregistrement
sont complets et qualifiés par certificat de rendez-vous, contrat d'achat et formulaire
de l'accord sur les droits d'enregistrement présentés aux exemples 3.1, 10.1 et 10.2 de ce rapport, respectivement
Formulaire 8-K.

Point 3.02 Vente non enregistrée de titres de participation

Les informations visées au point 1.1.1
ce rapport actuel sur le formulaire 8-K est incorporé ici par référence. Après la fermeture de la distribution privée,
46 258 214 actions ordinaires seront versées.

Point 5.03

Modifications des statuts ou des statuts; Changement au cours de l'exercice.

Le conseil d'administration a approuvé le certificat de nomination
la description du certificat de désignation au paragraphe 1.01 ci-dessus
sous réserve de ce paragraphe 5.03.

Point 7.01 Divulgation du règlement FD

2020 20 février
La société a annoncé qu'elle avait conclu un placement privé avec un groupe d'investisseurs institutionnels accrédités. Copier de
Le communiqué de presse de la Société est reproduit à titre d’exemple du présent rapport 99.1 sur le formulaire 8-K. Les informations visées au point 7.01 (y compris
99.1) ne sera pas considéré comme "déposé" en vertu de la loi de 1934. L'article 18 de la Securities Exchange Act,
tel que modifié (la "Loi sur l'échange") ou autrement sont responsables de cet article et ne sont pas inclus
lors du dépôt de demandes en vertu de la loi de 1933. La Securities Act telle que modifiée ou la Exchange Act.

d) expositions

# Cet accord contient des garanties et des garanties
étaient limitées aux transactions couvertes par le contrat à partir de dates précises et pouvaient être
un degré de divulgation entre les parties et une norme d'importance relative contractuelle différente de la norme habituelle
en vertu des lois sur les valeurs mobilières, entre autres restrictions. Des déclarations et des garanties ont été faites lors de la distribution des documents contractuels
risque entre les parties à l'accord et ne devrait pas être considéré comme une information factuelle
Société, investisseurs ou transaction décrite dans le présent formulaire 8-K.

SIGNATURES

Selon les exigences en matière de valeurs mobilières
1934 En droit des changes, le déclarant a adopté ce rapport en son nom propre, dûment autorisé à le faire.

2020 24 février AVADEL PHARMACEUTICALS PLC
Par: / s / Philland T. Thompson
Prénom: Philland T. Thompson
Titre: Vice-président principal, avocat général
et secrétaire d’entreprise

Exposition 3.1

CERTIFICAT DE DÉSIGNATION

À PROPOS

VOTE EN SÉRIE SANS CONVERSION VOCALE
PROMOTIONS

À PROPOS

AVADEL PHARMACEUTICALS PLC

Avadel Pharmaceuticals
plc, une société irlandaise à responsabilité limitée («Compagnie"), Certifie que, conformément à l'article 108 du règlement
Statuts et statuts de la société (ci-après –La Constitution"), Cette résolution
a été dûment adoptée par une résolution écrite unanime du Conseil d'administration de la Société en 2020. 20 février:

ONT DÉCIDÉ que, conformément à
Le conseil d'administration de la société a été accordé et a accordé un pouvoir discrétionnaire en vertu de l'article 3, point d)
Les statuts stipulent que la Société peut émettre des actions privilégiées d'une valeur nominale de 0,01 $
par action ("Promotions préférées"), Quelle série sera appelée convertible sans droit de vote de série A
Actions privilégiées de la société d'une valeur nominale de 0,01 $ par action, avec nom, nombre d'actions, autorisations, préférences,
leurs droits, qualifications, leurs limites et limitations (en plus de toutes les dispositions de la Constitution qui
s'appliquent aux actions privilégiées de toutes les catégories et séries) ("Rendez-vous") Oui:

SÉRIE DE CONVERSION GRATUITE

SECTION 1. DÉFINITIONS.
À ces fins, ces termes ont les significations suivantes:

"ADS"
signifie American Depository Shares, chaque ADS représente une action ordinaire.

"Veuillez vous connecter"
désigne toute personne ou entité contrôlée, directement ou indirectement, par un ou plusieurs intermédiaires, ou
sont contrôlés conjointement avec la personne ou l'entité car ces termes sont utilisés et interprétés conformément à l'article 144, Valeurs mobilières,
Faites-le. Par rapport au titulaire, tout fonds d'investissement ou compte de dépôt géré à la même discrétion par le même investissement
le gestionnaire en tant que tel détenteur sera réputé être un membre du groupe de ce porteur.

"Une alternative
Considération
"A le sens que lui donne l'article 7 c).

"Utile
Forclusion
«A le sens donné à l'article 6, point c).

"Entreprise
Jour
"Désigne tout jour sauf le samedi, le dimanche, tout jour qui est un jour férié en Irlande ou un jour férié fédéral
Aux États-Unis, ou à toute date à laquelle les autorités de la Dublin State Bank ou de la New York State Bank sont autorisées ou
fermeture de lois ou d'autres actes gouvernementaux.

"Clôture
Prix ​​de vente
"Indique le prix de clôture de tout titre de tout titre valide à tout moment un jour donné avant 16 heures,
Heure de New York, sur une grande bourse ou sur une bourse où ces titres sont cotés ou négociés
par Bloomberg, L.P. (ou équivalent, service de signalement fiable, mutuellement acceptable et désigné ultérieurement
la plupart des actions privilégiées de série A et de la société en circulation à ce moment-là) ou, le cas échéant, le dernier
le prix de négociation de ces titres sur le marché des babillards électroniques de gré à gré tel que rapporté par Bloomberg,
L.P.ou, si Bloomberg, P.P. n'a pas communiqué le prix final de cette garantie, l'offre moyenne de tout marché.
Les fabricants fournissent la sécurité déclarée par OTC Markets Group, Inc. à OTC Pink Market. Si le prix final de la vente ne peut pas être calculé
pour un titre un jour donné pour l'un des motifs ci-dessus, le prix de vente de clôture de ce titre à cette date sera de:
juste valeur marchande déterminée de bonne foi par le conseil.

"La Commission"
désigne la Securities and Exchange Commission des États-Unis.

"Conversion
Date
«A le sens donné à l'article 6, point a).

"Conversion
Prix
"Signifie 7,09 $ ajusté conformément à la section 7 du présent chapitre.

"Conversion
Le ratio
«A le sens donné à l'article 6, point b).

"Conversion
Les promotions
Ensemble désigne les actions ordinaires émises pour la conversion d’actions privilégiées de série A conformément à
avec les termes de cette cession.

"Distribution"
a le sens donné à la section 7 (b).

"Échanges
Le faire
«Signifie 1934 US Stock Exchange Act tel que modifié et ses règles et règlements.

"Basique
L'accord
"A le sens que lui donne l'article 7 c).

"Titulaire"
désigne tout détenteur d'actions privilégiées de série A.

"Nasdaq"
signifie Nasdaq Global Market.

"Notification de
Conversion
«A le sens donné à l'article 6, point a).

"Normal
Les promotions
"Désigne les actions ordinaires de la Société d'une valeur nominale de 0,01 $ par action avec droits et restrictions
y sont attachés conformément à la Constitution et les actions de toute autre catégorie de valeurs mobilières auxquelles ces valeurs mobilières peuvent ultérieurement être admises
être reclassé ou changé en.

"La personne"
signifie toute personne ou société, partenariat, fiducie, association constituée ou non, coentreprise, responsabilité limitée
société, société par actions, gouvernement (ou son agence ou subdivision) ou toute autre entité.

"Requis
Titulaires
"Représente la majorité des actions privilégiées de série A en circulation (votant conjointement pour
convertis en actions ordinaires).

"Valeurs mobilières
Le faire
«Signifie 1933 Loi sur les valeurs mobilières des États-Unis telle que modifiée et les règles et règlements qui y sont promulgués

"Série A
Promotions préférées
"Convertit des actions privilégiées convertibles de 0,01 $ en série A
par action.

"Partagez la présentation
Date
A le sens indiqué à la section 7 (d) (i).

"Commerce
Jour
"Indique la date à laquelle, ou l'existence d'un ADS sur une grande bourse à tout moment
non négocié sur une bourse importante le jour où l'ADS est négocié sur un autre marché boursier où l'ADS
est ensuite échangé.

"Restriction de vote"
a le sens donné à la section 4 (a).

Sauf indication contraire,
les termes commençant par une majuscule ont le même sens que celui qui leur est attribué dans la Constitution. Référence à la section sauf indication contraire
auquel il est fait référence est une référence à la section de ce titre.

SECTION 2
MONTANT ET VALEUR NOMINALE; CESSION
.

a) les séries d’actions privilégiées spécifiées dans le présent certificat seront désignées comme la Société
"Actions privilégiées de série A"Et le nombre d’actions ainsi attribuées est de 487 614. Chaque
La valeur nominale des actions privilégiées de série A est de 0,01 $ par action.

b)
La Société inscrit les actions privilégiées de série A dans le registre des membres
entreprises ("Registre des actions privilégiées de série A") Au nom des titulaires de temps à autre
à temps. La Société peut considérer le détenteur inscrit d'actions privilégiées de série A comme le propriétaire absolu
pour toute conversion et à toute autre fin. La Société enregistrera le transfert de toute série A
Les actions privilégiées inscrites au registre des actions privilégiées de série A, sous réserve, le cas échéant, d'un transfert d'actions dûment tamponné; et
transfert de certificats d'approbation de ces actions, dûment certifiés par le titulaire, à la Société
son principal établissement ou tout autre siège de la Société que la Société peut désigner. Cette inscription
ou un transfert, un nouveau certificat doit être délivré au cédant certifiant les actions privilégiées de série A ainsi transférées
le cédant recevra un nouveau certificat attestant le reste des actions en circulation, le cas échéant
Titulaire dans les deux (2) jours ouvrables dans chaque cas. Les dispositions de ce certificat sont pour tout le monde
Les titulaires ont parfois le droit de les faire respecter.

SECTION 3 DIVIDENDES.
Les actionnaires, à l'exception des dividendes en actions ou des distributions à ajuster en vertu du chapitre 7, ont le droit
recevoir et la Société verse des dividendes ou des distributions sur les actions privilégiées de série A égaux (convertis en actions ordinaires)
Par action) et sous la même forme que les dividendes ou distributions effectivement versés sur les actions ordinaires lorsque, au fur et à mesure
ou les fonds distribuables sont payés pour des actions ordinaires. Aucun autre dividende ni aucune distribution ne sera versé pour la préférence de série A
Promotions.

SECTION 4. VOTE
DROITS
.

a) Sauf
conformément aux dispositions des présentes ou lorsque la loi irlandaise l’exige, les actions privilégiées de série A ne
droit de vote.

b) Disposition protectrice.
En tout temps, lorsque les actions privilégiées de série A sont en circulation, la Société ne peut pas:
modifier, fusionner, consolider ou altérer, modifier ou abroger directement ou indirectement toute disposition de la Constitution
ou ce certificat d'une manière qui affecte ou modifie de manière défavorable les privilèges, droits, privilèges, ou pouvoirs ou limitations de
au profit des actions privilégiées de série A, sans (sans autre vote requis par la loi ou la constitution)
le consentement écrit ou le vote affirmatif des propriétaires requis, par écrit ou par vote à l'assemblée, et tout acte ou
une transaction conclue sans ce consentement ou vote est nulle ab initioet n'a aucun pouvoir ni effet.

SECTION 5.
LIQUIDATION
. Actifs en cas de liquidation, liquidation ou liquidation volontaire ou involontaire de la Société
La proportion des actions de la Société pouvant être distribuée aux actionnaires doit être répartie entre les détenteurs d'actions de série A
Actions et Actions Ordinaires, en proportion sur la base du nombre d’actions détenues par chacun de ces propriétaires, toutes détenues à cette fin
des titres comme s'ils avaient été convertis immédiatement en actions ordinaires conformément aux termes du présent certificat de nomination
avant une telle liquidation, liquidation ou liquidation de la Société (sans bénéfice pour le bénéficiaire à de telles fins)
Forclusion visée au paragraphe 6, point c), du présent article).

Section 6. CONVERSION.

a) Conversions
au choix du titulaire
. Chaque action privilégiée de série A sera convertie au gré du porteur en:
le nombre d'actions ordinaires égal au taux de conversion en vigueur au moment de cette conversion. Les titulaires prennent effet
conversions en soumettant un formulaire de notification de conversion à votre entreprise (par courrier, télécopieur ou e-mail)
voici comment Annexe A ("Avis de refonte"), Dûment complété et exécuté. Aux fins de:
Une explication de l'entreprise ou de son agent des transferts, sauf si requis par les procédures de transfert standard de l'industrie
n'exige pas que le titulaire obtienne un certificat notarié ou un document similaire pour exécution
tout ou partie des actions privilégiées de série A de ce porteur. Une date de conversion est définie comme une transaction
Le jour où les certificats d'actions privilégiées de série A d'origine ont été dûment endossés,
et l'avis de conversion qui l'accompagne est reçu par la société. Le rapport contient des estimations
La conversion est contrôlée s'il n'y a pas d'erreurs évidentes ou mathématiques.

b) Conversion
Le ratio
. Les actions privilégiées de série A entièrement libérées sont converties en actions ordinaires entièrement libérées à un prix unique (1)
Action ordinaire pour chaque (1) action privilégiée de série A («Taux de conversion"). Propriétaire de la série A
Les actions privilégiées ne donnent droit à aucune action ordinaire

c) Utile
Forclusion
. Nonobstant toute disposition contraire dans les modalités des actions privilégiées de série A,
La société ne modifie pas la conversion des actions privilégiées de série A et l'acheteur n'a pas le droit
renommer toute partie de vos actions privilégiées de série A dans la mesure où, après le test
la conversion spécifiée dans l'avis de conversion applicable (tel que défini dans les conditions relatives aux actions privilégiées de série A), sous réserve
Actions privilégiées de série A, cet acheteur (ainsi que les sociétés affiliées de l’acheteur et toute autre personne
la propriété véritable des actions ordinaires serait combinée avec l'acheteur aux fins du paragraphe 13 (d) ou (b)
L'article 16 de la Loi sur l'échange et les règles applicables du Conseil, y compris tous les «groupes»
dont l'Acheteur est membre) serait un nombre utile d'actions ordinaires en excédent de la participation réelle.
Restriction (telle que définie ci-dessous). La phrase précédente profite au nombre d'actions ordinaires
, détenue par cet acheteur et ses sociétés affiliées, comprend le nombre d’actions ordinaires créées par le regroupement et
Conversion des actions privilégiées de série A soumises à un avis de conversion,
une telle peine sera prononcée mais ne comprendra pas le nombre d'actions ordinaires créées ou émises (i)
remaniement des actions privilégiées de série A non convertibles restantes détenues par ce propriétaire ou l'un de ses actionnaires
Affiliés et (ii) portion inutilisée ou inutilisée ou conversion d'autres titres de la Société
appartient effectivement à cet acheteur ou à l'une de ses sociétés affiliées (y compris, sans s'y limiter, les billets convertibles,
actions convertibles ou warrants) soumis à une restriction de conversion ou équivalent à une restriction
situé ici. Sauf indication contraire dans la phrase précédente, aux fins de la présente section 6 (c), la véritable propriété
doit être calculé conformément à l'article 13, point d), de la loi sur les échanges et aux règles des normes européennes applicables
La Commission. De plus, aux fins de cet objectif, «groupe» a le sens qui lui est attribué à la section 13 (d) de la Bourse
Loi et règles et règlements applicables de la Commission. Aux fins de la présente section 6 (c), pour déterminer le nombre
d’actions ordinaires en circulation, l’acheteur peut s’appuyer sur le nombre d’actions ordinaires en circulation, qui est reflété en (i)
Formulaire 10-K, formulaire 10-Q le plus récent de la compagnie, rapport 8-K actuel ou autre demande publique au Conseil
cela peut être (ii) une nouvelle annonce d'entreprise ou (iii) une annonce d'entreprise plus récente
transmettre le nombre d'actions ordinaires, alors en circulation. Pour toute raison à tout moment à la réception d'une demande écrite ou orale
L'acheteur (qui peut être envoyé par e-mail) dans les deux (2) jours ouvrables suivant la confirmation verbale de cette demande et
en écrivant à cet acheteur (qui peut être envoyé par e-mail) le nombre d'actions ordinaires restantes par la suite. Quoi qu'il en soit, le nombre
Les actions ordinaires non versées sont déterminées après toute conversion ou utilisation effective des titres
La Société, y compris les actions privilégiées de série A, sera exécutée par cet acheteur ou ses sociétés affiliées à compter de la date
Les actions ordinaires impayées ont été annoncées en dernier lieu ou confirmées au porteur. «Propriété utile
Restriction "est initialement fixée à 9,99% du nombre d'actions ordinaires émises immédiatement après leur date d'entrée en vigueur
à la création ou à l’émission d’actions ordinaires conformément à cet avis de conversion (dans la mesure permise par
de cette section 6 (c)). La Société est en droit de se fier aux Déclarations de l'Acheteur contenues dans tout avis de
Conversion en raison de sa restriction de propriété effective. L'acheteur peut, de temps à autre, donner un avis écrit
augmenter ou diminuer la limitation de la propriété effective à tout autre pourcentage ne dépassant pas 19,9% spécifié dans ce paragraphe
remarquer; à condition que (i) cette augmentation ne soit pas effective soixante et un (61) jours après cet avis
livrer à l'entreprise. Les dispositions de la présente section 6 (c) doivent être interprétées, modifiées et mises en œuvre comme suit:
pour mettre en œuvre la limitation du gain en capital et les actions fondées sur des actions
l'excédent de forclusion du bénéficiaire n'est en aucun cas considéré comme la propriété de l'acheteur;
y compris les exigences de l'article 13 (d) ou de l'article 16a-1a (1) de la loi sur l'échange.

(d) La mécanique
Conversion
.

(i) Expédition
Certificat ou émission électronique lors de la conversion
. Au plus tard deux (2) jours de bourse après la conversion applicable
Date ou si le titulaire demande un ou des certificats physiques en vertu du certificat de 2014. Loi sur les sociétés, telle que modifiée, deux
(2) Jours de bourse après que la société a reçu le ou les certificats représentant les actions privilégiées de série A
convertis, dûment approuvés et joints à un avis de conversion ("Date de livraison de la pièce'), société
saisit ou ordonne la livraison du ou des certificats physiques au propriétaire transformant
le nombre d'actions convertibles acquises par la conversion d'actions privilégiées de série A (qui possède un ou des certificats)
n'a aucune légende à ce sujet). En cas d'avis de conversion, ce ou ces certificats ne seront pas délivrés
actionnaire concerné ou par notification à la date de livraison des Actions, le détenteur éligible a le droit de se retirer
en donnant un tel avis de conversion par écrit à la Société à tout moment avant la réception du ou des certificats
actions convertibles ou la réception électronique de ces actions, auquel cas la Société reviendra immédiatement à
à ce titulaire, tout certificat d’actions privilégiées de série A original remis à la Société et devra être retourné sans délai par ce titulaire
aux certificats d’actions ordinaires de la Société représentant les actions privilégiées de série A qui n’ont pas réussi
à l'entreprise. Nonobstant ce qui précède, l'obligation de la Société de vendre ses actions
le propriétaire sera, dans les deux (2) jours ouvrables, automatiquement modifié de l'obligation de livrer les actions dans une telle mesure et dans une telle mesure
dans un délai de deux (2) jours ouvrables conformément à l'alinéa 15c6-1 (a) (ou à toute autre règle modifiant la disposition) affiché en vertu de
1933, tel que modifié, est modifié ou remplacé.

(ii) Engagement
Absolument
. Sous réserve de toute restriction à la propriété véritable des actions privilégiées de série A pouvant être détenue par le propriétaire
l'entité, et à condition que ce titulaire ait le droit de refuser l'avis de conversion en vertu du chapitre 6 d) i),
l’obligation d’émettre et de livrer des actions convertibles lors de la conversion des actions privilégiées de série A conformément à
ces conditions sont absolues et inconditionnelles, indépendamment de tout acte ou omission du titulaire de faire valoir le même droit, de toute renonciation
ou consentir à toute disposition du présent article, à une ordonnance d'un tribunal contre une personne ou à toute action visant à faire valoir ce droit,
ou toute compensation, demande reconventionnelle, recouvrement, limitation ou résiliation d'un tel propriétaire ou de tout autre, ou toute infraction ou infraction présumée
Une personne qui a une obligation envers la Société ou toute violation ou violation présumée de la loi par ce titulaire ou toute autre personne,
de toute autre circonstance qui pourrait autrement limiter une telle obligation de la Société à ce propriétaire
de ces actions de conversion.

(iii) Clause de non-responsabilité
parts d'intérêt au moment de la conversion
. La Société s'engage à réserver et maintenir l'accès à des personnes non autorisées à tout moment
et des actions ordinaires non publiées dans le seul but de convertir gratuitement les actions privilégiées de série A
de personnes autres que les propriétaires de série A, ou tout autre droit d'achat théorique réel
Actions, pas moins que le nombre total d’actions ordinaires en circulation (sous réserve
Section 7) après conversion de toutes les actions privilégiées de série A en circulation. La société combine tous les habituels
Les Actions à émettre doivent être dûment autorisées, légalement émises, entièrement libérées et non analysées lors de leur émission.

(iv) Partielle
Les promotions
. Aucune action convertible ni action ordinaire n'est émise lors de la conversion de la série A
Promotions préférées. En ce qui concerne toute partie des actions que le propriétaire aurait autrement le droit de recevoir à la suite d'une telle modification,
La Société paiera au moment de l'élection le montant en espèces correspondant à ce dernier versement
multiplié par le prix de conversion ou arrondi à la fraction entière suivante.

(v) Frais de transfert.
Les certificats d’actions ordinaires sont émis lors de la conversion d’actions privilégiées de série A, en plus
facturer à tout détenteur tout cachet de document ou frais similaires pouvant être exigibles à l'émission ou à la livraison de ces documents
certificats, à condition que la Société ne sera pas tenue de payer des frais qui pourraient être payables pour tout transfert connexe
pour la délivrance et la signification d'un tel certificat au nom d'une personne autre que le ou les propriétaires enregistrés
Les actions privilégiées de série A et la société ne seront pas tenues d’émettre ou d’émettre de tels certificats, sauf
La ou les personnes demandant leur émission doivent payer ou payer à la Société le montant de cette taxe
La société estime que ces frais ont été payés.

e) Statut d'actionnaire.
Chaque jour de conversion: (i) les actions privilégiées convertibles de série A sont converties en actions ordinaires
Les actions et (ii) les droits du porteur en tant que porteur de ces actions privilégiées de série A converties expirent et expirent,
excepting only the right to receive certificates for or electronic delivery of such Ordinary Shares and to any remedies provided
herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of
this Certificate. In all cases, the Holder shall retain all of its rights and remedies for the Company’s failure to convert
Series A Preferred Shares.

SECTION 7. CERTAIN
ADJUSTMENTS
.

(a) Share Dividends
and Stock Splits
. If the Company, at any time while the Series A Preferred Shares is outstanding: (i) pays a share
dividend or otherwise makes a distribution or distributions payable in Ordinary Shares (which, for avoidance of doubt, shall not
include any Ordinary Shares issued by the Company upon conversion of Series A Preferred Shares) with respect to the then outstanding
Ordinary Shares; (ii) subdivides outstanding Ordinary Shares into a larger number of shares; or (iii) combines (including
by way of a reverse share split) outstanding Ordinary Shares into a smaller number of shares, then the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding any treasury shares of the Company)
outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately
after such event (excluding any treasury shares of the Company). Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision or combination.

(b) Rights Upon
Distribution of Assets
. If the Company shall declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), a Holder shall be entitled
to receive the dividend or distribution of assets that would have been payable to such Holder pursuant to the Distribution had
such Holder converted his or her Series A Preferred Shares (or, if he or she had partially converted such shares prior to
the Distribution, any unconverted portion thereof) immediately prior to such record date without giving effect for such purposes
to the Beneficial Ownership Limitation set forth in Section 6(c) hereof.

(c) Fundamental
Transaction
. If, at any time while the Series A Preferred Shares are outstanding: (i) the Company effects any
merger or consolidation of the Company with or into another Person (other than a merger in which the Company is the surviving
or continuing entity and its Ordinary Shares is not exchanged for or converted into other securities, cash or property),
(ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which all of the Ordinary Shares are exchanged for or converted into other securities, cash or property, or (iv) the
Company effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant (other than as a result
of a dividend, subdivision or combination covered by Section 7(a) above) to which the Ordinary Shares is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction
”), then, upon any subsequent conversion of the Series A Preferred Shares, the Holders shall have
the right to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been
issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount
of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Ordinary Shares (the
"Alternate Consideration”). For purposes of any such subsequent conversion, the determination of the
Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Ordinary Shares in such Fundamental Transaction, and the Company shall
adjust the Conversion Ratio in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of the Series A Preferred Shares following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall
file a new Certificate of Designation with the same terms and conditions and issue to the Holders new Preferred Shares
consistent with the foregoing provisions and evidencing the Holders’ right to convert such Preferred Shares into
Alternate Consideration.

(d) Calculations.
All calculations under this Section 7 shall be made to the nearest U.S. cent or the nearest 1/100th of a share, as the case
may be. For purposes of this Section 7, the number of Ordinary Shares deemed to be issued and outstanding as of a given date
shall be the sum of the number of Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.

(e) Notice to the
Holders of Adjustment to Conversion Price
. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7,
the Company shall promptly deliver to each Holder a notice setting forth the Conversion Ratio after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.

SECTION 8. MISCELLANEOUS.

(a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by email, facsimile, or sent by a
nationally recognized overnight courier service, addressed to the Company, at 16640 Chesterfield Grove Road, Suite 200,
Chesterfield, MO 63005, or such other address or email address as the Company may specify for such purposes by notice to the
Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided
by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service or email addressed to each Holder at the facsimile number or address of such Holder appearing on
the books of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal
place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or
email at the facsimile number or email address specified in or pursuant to this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the date immediately following the date of transmission, if such notice or communication is
delivered via facsimile or mail at the facsimile number or email address specified in or pursuant to this Section between
5:30 p.m. and 11:59 p.m. (New York City time) on any date, (iii) the second (2nd) Business Day
following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be given.

(b) Lost or Mutilated
Series A Preferred Shares Certificate
. If a Holder’s Series A Preferred Shares certificate shall be mutilated,
lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the Series A
Preferred Shares so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership thereof, reasonably satisfactory to the Company and, in each case, customary and reasonable
indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

(c) Waiver.
Any waiver by the Company or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation
or a waiver by any other Holders. The failure of the Company or a Holder to insist upon strict adherence to any term of this Certificate
of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right
thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the
Company or a Holder must be in writing.

(e) Severability.
If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable
to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum
rate of interest permitted under applicable law.

(f) Next Business
or Trading Day
. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day or a Trading
Day, such payment shall be made on the next succeeding Business Day or Trading Day, as the case may be.

(g) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not
be deemed to limit or affect any of the provisions hereof.

(h) Status of Converted
Series A Preferred Shares
. If any Series A Preferred Shares shall be converted such shares shall no longer be designated
as Series A Preferred Shares. If any Series A Preferred Shares shall be reacquired by the Company, such shares may, at the Board’s
discretion, be cancelled, in which case such shares shall resume the status of authorized but unissued Series A Preferred Shares.

IN WITNESS
WHEREOF, the Company has caused this Certificate of Designation to be signed by its duly authorized officer this
20des milliers day of February, 2020.

AVADEL
    PHARMACEUTICALS PLC
Par: /s/ Gregory J. Divis
Name: Gregory J. Divis
Title: Le PDG

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER
IN ORDER TO

CONVERT SERIES A PREFERRED SHARES)

The undersigned Holder hereby irrevocably
elects to convert the number of Series A Convertible Preferred Shares indicated below, represented by share certificate No(s).
                      (the “Preferred
Shares Certificates
”), into Ordinary Shares, nominal value US$0.01 per share (the “Ordinary Shares”),
of Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), as of the date written below.
If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in
that certain certificate of designation (the “Certificate of Designation”) of Series A Non-Voting Convertible
Preferred Shares (the “Series A Preferred Shares”) filed by the Company on             ,
2020.

As of the date hereof, the number of Ordinary
Shares beneficially owned by the undersigned Holder (together with such Holder’s Affiliates, and any other Person whose beneficial
ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act
and the applicable regulations of the Commission, including any “group” of which the Holder is a member), including
the number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares subject to this Notice of Conversion,
but excluding the number of Ordinary Shares which are issuable upon (A) conversion of the remaining, unconverted Series A
Preferred Shares beneficially owned by such Holder or any of its Affiliates, and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company (including any warrants) beneficially owned by such Holder or any
of its Affiliates that are subject to a limitation on conversion or exercise similar to the limitation contained in Section 6(c)
of the Certificate of Designation, is                     .
For purposes hereof, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the
applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d)
of the Exchange Act and the applicable regulations of the Commission. Unless otherwise defined, capitalized terms shall have the
same meaning as ascribed to them in the Certificate of Designation.

Conversion calculations:

Date to Effect Conversion:
Number of Series A Preferred Shares owned prior to Conversion:
Number of Series A Preferred Shares to be Converted:
Number of Ordinary Shares to be Issued:
Address for delivery of physical certificates:

(HOLDER)
Par:
Name:
Le titre
Date:

Exhibit 10.1

SECURITIES
PURCHASE AGREEMENT

This Securities Purchase
Agreement (this “Agreement”) is dated as of February 20, 2020, by and among Avadel Pharmaceuticals plc, an Irish
public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A.       The
Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506
of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the
"Commission”) under the Securities Act.

B.       Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated
in this Agreement, (1) such aggregate number of ordinary shares, nominal value U.S. $0.01 per share (the “Ordinary Shares”)
of the Company, in the form of American Depositary Shares (the “ADSs”) and, at the option of each Purchaser,
(2) such aggregate number of Series A Non-Voting Convertible Preferred Shares, nominal value $0.01 per share (the “Series
A Preferred Shares
”) of the Company, as set forth below such Purchaser’s name on the signature page of this Agreement
(which aggregate amount for all Purchasers together shall be 8,680,225 ADSs and 487,614 Series A Preferred Shares, and shall be
collectively referred to herein as the “Shares”).

C.       The
ADSs will be issued pursuant to the Deposit Agreement dated as of January 3, 2017 (as so amended and supplemented, the “Deposit
Agreement
”) by and among the Company, The Bank of New York Mellon, as Depositary, and holders from time to time of ADSs
issued thereunder.

D.       The
Company has engaged Jefferies LLC, Piper Sandler Companies, Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann and
LifeSci Capital LLC as its exclusive Placement Agents (the “Placement Agents”) for the offering of the Shares
on a “best efforts” basis.

E.       At Closing
(as defined below), the parties intend to execute a Registration Rights Agreement, substantially in the form attached hereto as
Exhibit B (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will
agree to provide certain registration rights with respect to the Shares under the Securities Act and the rules and regulations
promulgated thereunder and applicable state securities laws.

NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the
following terms shall have the meanings indicated in this Section 1.1:

"Acquiring Person"
has the meaning set forth in Section 4.5.

"Action"
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or, to the Company’s Knowledge, threatened in writing against the Company, any subsidiary or any
of their respective properties or any officer, director or employee of the Company or any subsidiary acting in his or her
capacity as an officer, director or employee before or by any U.S. federal, state, county, local or non-U.S. court,
arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading
facility.

"ADS Equivalents"
means any securities of the Company or any subsidiary which would entitle the holder thereof to acquire at any time ADSs, including,
without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into
or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs or other securities that entitle the holder to receive,
directly or indirectly, ADSs.

"ADS Subscription
Amount
” means, with respect to each Purchaser, the aggregate amount to be paid for the ADSs purchased hereunder as indicated
on such Purchaser’s signature page to this Agreement next to the heading “Aggregate ADS Purchase Price (ADS Subscription
Amount)” in United States dollars and in immediately available funds.

"Affiliate"
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls,
is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the
Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by
the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

"Agreement"
has the meaning set forth in the Preamble.

"Board of Directors"
means the board of directors of the Company.

"Business Day"
means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.

"Closing"
means the closing of the purchase and sale of the Shares pursuant to this Agreement.

"Closing Date"
means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all of the conditions set forth in Sections 2.1, 2.2, 5.1 et 5.2 hereof are satisfied or waived,
as the case may be, or such other date as the parties may agree.

"Commission"
has the meaning set forth in the Recitals.

"Company"
has the meaning set forth in the Preamble.

"Company U.S.
Counsel
” means Goodwin Procter LLP, with offices at 100 Northern Ave, Boston, MA 02210.

"Company Irish
Counsel
” means Arthur Cox, with offices at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

"Company Deliverables"
has the meaning set forth in Section 2.2(a).

"Company’s
Knowledge
” means with respect to any statement made to the Company’s Knowledge, that the statement is based upon
the actual knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject
of the statement.

"Control"
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

"Depositary"
has the meaning set forth in the Recitals.

"DTC"
has the meaning set forth in Section 4.1(c).

"Effective Date"
means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement is first
declared effective by the Commission.

"Environmental
Laws
” has the meaning set forth in Section 3.1(cc).

"Exchange Act"
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

"Intellectual
Property Rights
” has the meaning set forth in Section 3.1(o).

"Irrevocable
Transfer Agent Instructions
” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially
the form of Exhibit D, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

"Legend Removal
Date
” has the meaning set forth in Section 4.1(c).

"Lien"
means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of
any kind.

"Material Adverse
Change
” has the meaning set forth in Section 3.1(j).

"Material Adverse
Effect
” means any event, occurrence, fact, circumstance, condition, change or development, individually or together with
other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be
expected to have a material adverse effect on (i) the results of operations, assets, prospects, business or financial condition
of the Company and the subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated
by this Agreement and other Transaction Agreements and to timely perform its material obligations hereunder and thereunder.

"Material Contract"
means any contract of the Company that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant
to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

"New York Courts"
means the state and federal courts sitting in the City of New York, Borough of Manhattan.

"Ordinary Shares"
has the meaning set forth in the Recitals, and also includes any other class of securities into which the Ordinary Shares may hereafter
be reclassified or changed into.

"Outside Date"
means the thirtieth day following the date of this Agreement.

"Person"
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.

"Placement Agents"
has the meaning set forth in the Recitals.

"Preferred Subscription
Amount
” means, with respect to each Purchaser, the aggregate amount to be paid for the Series A Preferred Shares purchased
hereunder as indicated on such Purchaser’s signature page to this Agreement next to the heading “Aggregate Series A
Preferred Purchase Price (Preferred Subscription Amount)” in United States dollars and in immediately available funds.

"Press Release"
has the meaning set forth in Section 4.4.

"Principal Trading
Market
” means the Trading Market on which the ADSs is primarily listed on and quoted for trading, which, as of the date
of this Agreement and the Closing Date, shall be the Nasdaq Global Market.

"Proceeding"
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.

"Purchase Price"
means $7.09 per Share.

"Purchaser"
or “Purchasers” has the meaning set forth in the Recitals.

"Purchaser Deliverables"
has the meaning set forth in Section 2.2(b).

“Registration
Rights Agreement
” has the meaning set forth in the Recitals.

"Registration
Statement
” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).

"Regulation
D
” has the meaning set forth in the Recitals.

"Required Approvals"
has the meaning set forth in Section 3.1(e).

"Rule 144"
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"SEC Reports”
has the meaning set forth in Section 3.1(h).

"Secretary’s
Certificate
” has the meaning set forth in Section 2.2(a)(iv).

"Securities
Act
” has the meaning set forth in the Recitals.

"Series A Preferred
Shares
” has the meaning set forth in the Recitals, and also includes any other class of securities into which the Series
A Preferred Shares may hereafter be reclassified or changed into.

"Series
A Transfer Agent
” means the Company
.

"Shares"
has the meaning set forth in the Recitals.

"Short
Ventes
” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges,
forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other
transactions through non-U.S. broker dealers or non-U.S. regulated brokers (but shall not be
deemed to include the location and/or reservation of borrowable ADSs).

"Subscription
Amount
” means, with respect to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as
indicated on Exhibit A opposite such Purchaser’s name, in United States dollars and in immediately available funds.

"subsidiary"
means any subsidiary of the Company, and shall, where applicable, include any subsidiary of the Company formed or acquired after
the date hereof.

"Substantial
Acquisition Rules
” means the Irish Takeover Panel Act, 1997, Substantial Acquisition Rules, 2007.

"Takeover
Rules
” means the Irish Takeover Panel Act, 1997, Takeover Rules, 2013.

"Trading Affiliates"
has the meaning set forth in Section 3.2(h).

"Trading Day"
means any day on which the ADSs are traded on the Principal Trading Market; provided that “Trading Day” shall not include
any day on which the ADSs are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the ADSs are
suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

"Trading Market"
means whichever of the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market
or the OTC Bulletin Board on which the ADSs is listed or quoted for trading on the date in question.

"Transaction
Documents
” means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable
Transfer Agent Instructions and any other documents or agreements explicitly contemplated hereunder.

"Transfer Agent"
means Computershare Ireland, the current transfer agent of the Company, or any successor transfer agent for the Company.

ARTICLE II.
PURCHASE AND SALE

2.1
Closing.

(a) Share
Amounts
. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell
to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, (i) the number of ADSs equal
to the quotient resulting from dividing (A) the ADS Subscription Amount for such Purchaser by (B) the Purchase Price, rounded
down to the nearest whole Share and, at the option of each Purchaser, (ii) the number of Series A Preferred Shares equal to the
quotient resulting from dividing (A) the Series A Subscription Amount for such Purchaser by (B) the Purchase Price, rounded down
to the nearest whole Share. The foregoing amounts are set forth on Exhibit A hereto.

(b) Series
A Preferred Shares
. The Series A Preferred Shares shall have the rights, preferences, privileges and restrictions set forth
in the resolutions establishing the terms of the Series A Preferred Shares as approved by the Company’s Board of Directors
pursuant to the authority conveyed on the
Board of Directors under the constitution of the Company (the “Constitution”)
with the rights, preferences, privileges and restrictions set forth therein and substantially in the form attached hereto as Exhibit
Moi
(the “Series A Preferred Share Terms”). Each one (1) Series A Preferred Share shall be convertible into
one (1) Ordinary Share (represented by ADSs); as described in the Series A Preferred Share Terms.

(c) Closing.
The Closing of the purchase and sale of the Shares shall take place at the offices of Goodwin Procter LLP, 100 Northern Avenue,
Boston, Massachusetts 02210 on the Closing Date or at such other locations or remotely by facsimile transmission or other electronic
means as the parties may mutually agree.

(d) Payment. At the Closing, each Purchaser will pay to the Company the aggregate Subscription
Amount set forth opposite its name on Exhibit A hereto by wire transfer of immediately available funds in accordance
with wire instructions provided by the Company to the Purchasers prior to the Closing. On the Closing Date, the Company will, against
delivery of the aggregate Purchase Price (i) instruct the Depositary to register and deliver to each Purchaser the number of ADSs
such Purchaser is purchasing as set forth on Exhibit A hereto and, if appropriate, (ii) instruct the Series A Transfer Agent
to issue and deliver one or more share certificates evidencing the number of Series A Preferred Shares such Purchaser is purchasing
as set forth on Exhibit A hereto.

2.2 Closing
Deliverables
. (a)      On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to
each Purchaser the following (the “Company Deliverables”):

(i)
this Agreement, duly executed by the Company;

(ii) legal opinions of Company Counsel and Company Irish Counsel, dated as of the Closing Date
and in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers;

(iii)
the Registration Rights Agreement, duly executed by the Company;

(iv) a
certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing
Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the
memorandum and articles of association of the Company and (c) certifying as to the signatures and authority of persons signing
the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit
E
;

(v) the
Compliance Certificate referred to in Section 5.1(h);

(vi) a
Lock-Up Agreement, substantially in the form of Exhibit G hereto (the “Lock-Up Agreement”) executed
by each person listed on Exhibit H hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing
Date;

(b) On
or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser
Deliverables
”):

(i) this Agreement, duly executed by such Purchaser;

(ii) its
Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth in the “Aggregate
Purchase Price (Subscription Amount)” column opposite each Purchaser’s name in the table set forth on Exhibit A
by wire transfer to the Company;

(iii)
the Registration Rights Agreement, duly executed by such Purchaser;

(iv) a
fully completed and duly executed Selling Shareholder Questionnaire in the form attached as Annex B to the Registration Rights
Agreement; et

(v) a
fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Share Certificate Questionnaire
in the forms attached hereto as Exhibits C-1 et C-2, respectively.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as disclosed in the SEC Reports, the Company hereby represents
and warrants the following as of the date hereof and the Closing Date (except for the representations and warranties that speak
as of a specific date, which shall be made as of such date), to each of the Purchasers and to the Placement Agents:

(a) Subsidiaries. The Company has no direct or indirect subsidiaries other than those listed
in the SEC Reports. Except as disclosed in the SEC Reports, the Company owns, directly or indirectly, all of the share capital,
capital stock or comparable equity interests of each subsidiary free and clear of any and all Liens, and all the issued and outstanding
shares, capital stock or comparable equity interest of each subsidiary are validly issued and are fully paid, non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities.

(b) Incorporation
and Good Standing of the Company
. The Company has been duly incorporated and is validly existing as a public limited
company under the laws of Ireland and is in good standing (or such equivalent concept to the extent it exists in Ireland) and
has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted
and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each other jurisdiction (or such equivalent concept to the extent it exists under
the law of such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse
Change.

(c) Authorization;
Enforcement; Validity
. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder
and thereunder. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the
consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of
the Shares) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions
of the Constitution, charter or by-laws of the Company or any subsidiary, and no further corporate action is required by the Company,
its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. Each
of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and
is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy,
examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.

(d) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required
. Neither the Company nor any of its subsidiaries
is in violation of its Constitution, charter or by-laws, partnership agreement or operating agreement or similar organizational
documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)
under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including,
without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing,
securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”),
except for such Defaults as would not be expected, individually or in the aggregate, to result in a Material Adverse Change.
Company’s execution, delivery and performance of the Transaction Documents, consummation of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Shares) (i) have been duly authorized by all necessary
corporate action and will not result in any violation of the provisions of the Constitution, charter or by-laws, partnership
agreement or operating agreement or similar organizational documents, as applicable, of the Company (ii) will not conflict
with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation
or imposition of any Lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant
to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any
law, administrative regulation or administrative or court decree applicable to the Company. As used herein, a “Debt Repayment
Triggering Event
” means any event or condition which gives, or with the giving of notice or lapse of time would give,
the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right
to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(e) Filings,
Consents and Approvals
. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or U.S. federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including the issuance
of the Shares), other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements
of the Registration Rights Agreement, (ii) filings required by applicable U.S. state securities laws, (iii) the filing of a Notice
of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite
notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and the listing of the Shares
for trading or quotation, as the case may be, thereon in the time and manner required thereby, (v) the filings required in accordance
with Section 4.4 of this Agreement, (vi) the filings with the Irish Companies Registration Office in relation to transactions
contemplated hereunder, including the issuance of the Shares and (vii) those that have been made or obtained prior to the date
of this Agreement (collectively, the “Required Approvals”).

(f) Issuance
of the Shares
. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction
Documents including the payment obligations thereunder, will be duly and validly issued, fully paid and nonassessable and free
and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable
Company and securities laws, will be free of any restriction upon the voting thereof pursuant to applicable U.S. federal and state
securities laws or the Constitution of the Company or any agreement or other instrument to which the Company is a party and shall
not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers
in this Agreement, the Shares will be issued in compliance with all applicable U.S. federal and state securities laws.

(g) Capitalization
and Other Share Capital Matters
. The authorized, issued and outstanding share capital of the Company as of September 30, 2019
is as set forth in the SEC Reports (other than for subsequent issuances, if any, pursuant to employee benefit plans described
in the SEC Reports or upon
the exercise of outstanding options or warrants, in each case described in the SEC Reports).
The Ordinary Shares conform in all material respects to the description thereof contained in the SEC Reports and such description
conforms in all material respects to the rights set forth in the Constitution. All of the outstanding share capital of the Company
has been duly authorized and validly issued, are fully paid and not subject to any calls for additional payments (nonassessable)
and has been issued in compliance with all U.S. federal and state securities laws. None of the outstanding shares of the Company
were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase
securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal
or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital
of the Company or any of its subsidiaries other than those described in the SEC Reports. The descriptions of the Company’s
stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth
in the SEC Reports, accurately and fairly presents the information required to be shown with respect to such plans, arrangements,
options and rights.

(h) SEC Reports. The Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis
would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure
to qualify to register the Shares for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell
any Shares). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under
the Securities Act. Each of the Material Contracts to which the Company or any subsidiary is a party or to which the property or
assets of the Company or any of its subsidiaries are subject has been filed as an exhibit to the SEC Reports.

(i) Financial
Statements
. The financial statements of the Company included in the SEC Reports present fairly, in all material respects,
the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations,
shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules have been
prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the related notes thereto. To the Company’s Knowledge,
no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to
comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation
of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of
the SEC Reports.

(j) Independent
Accountants
. Deloitte & Touche LLP, who have certified certain financial statements of the Company and delivered their
report with respect to the audited financial statements included in the SEC Reports, are independent public accountants with respect
to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder.

(k) Non.
Material Adverse Change
. Since the date of the last audited financial statements included within the SEC Reports, except
as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no material
adverse change in (A) the condition, financial or otherwise, or
in the earnings, business, properties, operations,
operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of
business, of the Company and its subsidiaries, considered as one entity or (B) the ability of the Company to consummate the
transactions contemplated by this Agreement or perform its obligations hereunder (any such change being referred to herein as
a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have
not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or
interference with their business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered
by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material,
individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into
any transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the share
capital, or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there
has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, by any of the Company’s subsidiaries on any class of capital stock or share capital, as
applicable, or any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock or share
capital, as applicable.

(l) No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or
investigation brought by or before any legal or governmental entity now pending or, to the Company’s Knowledge, threatened,
against or affecting the Company or any of its subsidiaries, which could be expected, individually or in the aggregate, to result
in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the
employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the Company’s Knowledge,
is threatened or imminent.

(m) Compliance.
Neither the Company nor any of its subsidiaries (i) is in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its subsidiaries
under), nor has the Company or any of its subsidiaries received written notice of a claim that it is in default under or that
it is in violation of, any Material Contract (whether or not such default or violation has been waived), (ii) is in violation
of any order of any court, arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or
(iii) is in violation of, or in receipt of written notice that it is in violation of, any statute, rule or regulation of any governmental
authority applicable to the Company, except in each case as would not, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect.

(n) All
Necessary Permits, etc
. The Company and each subsidiary possess such valid and current certificates, authorizations or permits
required by U.S. state, federal or non-U.S. regulatory agencies or bodies to conduct their respective businesses as currently
conducted (“Permits”), except where the failure to obtain such Permits would not, singly or in the aggregate,
result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any of the Permits or has received any notice of proceedings relating to the revocation or modification of, or non-compliance
with, any such certificate, authorization or permit.

(o) Title to Properties. The Company and its subsidiaries has good and marketable title
to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section
3.1(i) above, in each case free and clear of any security interests, mortgages, Liens, encumbrances, equities, adverse claims and
other defects. The real property, improvements, equipment and personal property held under lease by the Company or of its subsidiary
are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the
use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(p)
Intellectual Property Rights. Except as otherwise disclosed in the SEC Reports, the
Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents,
trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the SEC Reports
as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted
or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective
businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of
others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable,
in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To
the Company's Knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary
rights of third-party licensors with respect to Intellectual Property that is described in the SEC Reports as licensed to the Company
or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as
otherwise disclosed in the SEC Reports and any related claims, assertions or challenges, there is no pending or, to the Company’s
Knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any
Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding
or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any
facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or
any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described
in the SEC Reports as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade
secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any
such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant
to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and
effect. To the Company’s Knowledge, there are no material defects in any of the patents or patent applications included in
the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard
their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment
agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any
term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation
agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation
relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States
Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual
Property have been complied with; and in all non-U.S. offices having similar requirements, all such requirements have been complied
with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements)
employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of
any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees
or otherwise in violation of the rights of any persons. The product candidates described in the SEC Reports as under development
by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to,
the Company or any subsidiary.

(q) Assurances.
Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with
policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for
their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes and policies covering the Company
and its subsidiaries for product liability claims and clinical trial liability claims. The Company has no reason to believe
that it or any of its subsidiaries will not be able to (i)  renew its existing insurance coverage as and when such
policies expire or (ii)  obtain comparable coverage from similar institutions as may be necessary or appropriate to
conduct its business as now conducted and at a cost that could not be expected to result in a Material Adverse Change.
Neither the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it
has applied.

(r)
Transactions with Affiliates and Employees. Except as set forth in the SEC Reports,
none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is
presently a party to any transaction with the Company or any subsidiary (other than for services as employees, officers and directors),
that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

(s)
Company’s Accounting System. The Company and each of its subsidiaries make and
keep accurate books and records and maintain a system of internal accounting controls sufficient to provide reasonable assurance
that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in
eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents the information
called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto.

(t)
Sarbanes-Oxley. The Company is in compliance, in all material respects, with all applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(u)
Certain Fees. No person or entity will have, as a result of the transactions contemplated
by this Agreement, any valid right, interest or claim against or upon the Company or a Purchaser for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than the
Placement Agents with respect to the offer and sale of the Shares (which placement agent fees are being paid by the Company).
Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this paragraph (u) that may be due in connection with the transactions contemplated by the Transaction
Documents. The Company shall indemnify, pay, and hold each Purchaser harmless against, any liability, loss or expense (including,
without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with any such right, interest or claim.

(v)
Private Placement. Assuming the accuracy of the Purchasers’ representations and
warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor
Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Shares
by the Company to the Purchasers under the Transaction Documents. The issuance and sale of the Shares hereunder does not contravene
the rules and regulations of the Trading Market.

(w)
Company Not an “Investment Company.” The Company is not, and will not be,
immediately after receipt of payment for the Shares, required to register as an “investment company” under the Investment
Company Act of 1940, as amended (the “Investment Company Act”).

(x) Registration
Rights
. Other than each of the Purchasers or as set forth in the SEC Reports, no Person has any right to cause the
Company to effect the registration under the Securities Act of any securities of the Company other than those securities
which are currently registered on an effective registration statement on file with the Commission.

(y)
Stock Exchange Listing. The ADSs are registered pursuant to Section 12(b) or 12(g)
of the Exchange Act and are listed on the Principal Trading Market, and the Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the ADSs under the Exchange Act or delisting the ADSs from the Principal
Trading Market, nor has the Company received any notification that the Commission or the Principal Trading Market is contemplating
terminating such registration or listing. To the Company’s Knowledge, it is in compliance with all applicable listing requirements
of the Principal Trading Market.

(z)
Disclosure. The Company confirms that it has not provided, and to the Company’s
Knowledge, none of its officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized
the Placement Agents to provide, any Purchaser or its respective agents or counsel with any information that it believes constitutes
material, non-public information except insofar as the existence, provisions and terms of the Transaction Documents and the proposed
transactions hereunder may constitute such information, all of which will be disclosed by the Company in the Press Release as contemplated
auteur Section 4.4 hereof. The Company understands and confirms that the Purchasers will rely on the foregoing representations
in effecting transactions in securities of the Company.

(aa)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations
and warranties set forth in Section 3.2, none of the Company, its subsidiaries nor, to the Company’s Knowledge, any
of its Affiliates or any Person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made
any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate
the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and
sale by the Company of the Shares as contemplated hereby or (ii) cause the offering of the Shares pursuant to the Transaction Documents
to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or shareholder approval provisions,
including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company
are listed or designated.

(bb)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary U.S.
federal, state and non-U.S. income and franchise tax returns or have properly requested extensions thereof and have paid all taxes
required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any
of them except as may be being contested in good faith and by appropriate proceedings except to the extent that the failure to
file any such tax returns would not be expected to result in a Material Adverse Change. The Company has made adequate charges,
accruals and reserves in the applicable financial statements referred to in Section 3.1(i) above in respect of all U.S. federal,
state and non-U.S. income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries
has not been finally determined. Neither the Company nor any of its subsidiaries has received a material confirmation (or material
tax ruling) concerning the tax treatment of a transaction to which the Company or any of its subsidiaries is party to from
any European tax authority.

(cc) Compliance
with Environmental Laws
. Except as could not be reasonably expected, individually or in the aggregate, to result in a
Material Adverse Effect; (i) neither the Company nor any of its subsidiaries is in violation of any U.S. federal, state,
local or non-U.S. statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or
administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating
to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to
the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws”), (ii) the Company and its subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there
are no pending or, or the Company’s Knowledge, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries and (iv) there are no events or circumstances that might
reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any
private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to
Hazardous Materials or any Environmental Laws.

(dd)
No General Solicitation. Neither the Company nor, to the Company’s Knowledge,
any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general
advertising.

(ee)
Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries
nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the Company’s Knowledge, any agent,
Affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or
on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization
of any direct or indirect unlawful payment or benefit to any non-U.S. or domestic government official or employee, including of
any government-owned or controlled entity or public international organization, or any political party, party official, or candidate
for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law;
or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the Company’s Knowledge,
the Company’s Affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(ff)
Money Laundering Laws. The operations of the Company and its subsidiaries are
and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the USA
Patriot Act, the Bank Secrecy Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator or non-governmental authority involving the Company or its subsidiaries with respect
to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

(gg)
OFAC. Neither the Company nor its subsidiaries nor any of their respective affiliates,
directors, officers, nor to the Company’s Knowledge, any agent or employee of the Company or its subsidiaries is subject
to any sanctions administered or enforced by the Office of Foreign Assets Control (“OFAC”) of the United States
Treasury Department, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s
Treasury or any other relevant sanctions authority; and the Company will not directly or indirectly use the proceeds of the offering
of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity for the purpose of financing the activities of any person that is the target of sanctions administered
or enforced by such authorities or in connection with any country or territory that is the target of country- or territory-wide
OFAC sanctions (currently, Iran, Syria, Cuba, North Korea, and the Crimea Region of Ukraine).

(hh)
Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship
between the Company (or any subsidiary) and an unconsolidated or other off balance sheet entity that is required to be disclosed
by the Company in SEC Reports and is not so disclosed and would have or reasonably be expected to result in a Material Adverse
Effect.

(ii)
Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges
and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the
Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that no Purchaser
is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents
in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’
purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this
Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated
hereby by the Company and its representatives.

(jj)
No Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company
nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization
or manipulation of the price of the ADSs or of any “reference security” (as defined in Rule 100 of Regulation M under
the Exchange Act (“Regulation M”)) with respect to the ADSs, whether to facilitate the sale or resale of the
Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

(kk)
Passive Foreign Investment Company. The Company was not a “passive foreign investment
company” (a “PFIC”), as such term is defined in the Internal Revenue Code of 1986, as amended (the “Code”),
for the last completed fiscal year for which audited financial statements of the Company have been filed with the Commission. To
the Company’s Knowledge, based on the expected value of its assets, including any goodwill, and the expected nature and composition
of its income and assets, the Company will not be
treated as a PFIC for the current taxable year. Neither
the Company nor any subsidiary of the Company is, and, after giving effect to the issuance and sale of the Shares and the application
of the proceeds thereof, neither of them will be, a “controlled foreign corporation” as defined by the Code.

(ll)
Clinical Data and Regulatory Compliance. The preclinical tests and clinical
trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to
in, the SEC Reports were and, if still pending, are being conducted in all material respects in accordance with the protocols,
procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each
description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived
from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent
with, or otherwise call into question, the results described or referred to in the SEC Reports; the Company and its subsidiaries
have made all such filings and obtained all such approvals as may be required by the Food and Drug Administration of the U.S. Department
of Health and Human Services or any committee thereof or from any other U.S. or non-U.S. government or drug or medical device regulatory
agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”); neither
the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the
termination, suspension or modification of any clinical trials that are described or referred to in the SEC Reports; and the Company
and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations
and policies of the Regulatory Agencies.

(mm)
No Additional Agreements. The Company does not have any agreement or understanding
with any Purchaser with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction
Documents.

(nn)
Use of Form S-3. The Company meets the registration and transaction requirements for
use of Form S-3 for the registration of the Shares for resale by the Purchasers.

(oo)
No Disqualification Events. No “bad actor” disqualifying event described
in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company
or, to the Company’s Knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to
which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. "Company Covered Person” means, with respect to
the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the
first paragraph of Rule 506(d)(1). Other than the Placement Agents, the Company is not aware of any Person (other than any Company
Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection
with the sale of the Shares pursuant to this Agreement. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Placement Agents a copy of any disclosures provided thereunder.

3.2
Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents
and warrants as of the date hereof and as of the Closing Date to the Company and the Placement Agents as follows:

(a)
Organization; Authority. Such Purchaser is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and
authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by such Purchaser and performance
by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if
such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of
such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by
such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.

(b)
No Conflicts. The execution, delivery and performance by such Purchaser of this Agreement
and the Registration Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby
will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws)
applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such
Purchaser to perform its obligations hereunder.

(c) Investment
Intent
. Such Purchaser understands that the Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable U.S. state securities law and is acquiring the Shares as principal for its own
account and not with a view to, or for distributing or reselling such Shares or any part thereof in violation of the
Securities Act or any applicable U.S. state or other
securities laws, provided, however, that by making the
representations herein, such Purchaser does not agree to hold any of the Shares for any minimum period of time and reserves
the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or
otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act
or under an exemption from such registration and in compliance with applicable U.S. federal, state and other securities laws.
Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser does not presently
have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution
of any of the Shares (or any securities which are derivatives thereof) to or through any person or entity; such Purchaser is
not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it
to be so registered as a broker-dealer.

(d)
Purchaser Status. At the time such Purchaser was offered the Shares, it was, and at
the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(e)
General Solicitation. Such Purchaser is not purchasing the Shares as a result of any
advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other general advertisement.

(f)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives,
has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser
is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of
such investment.

(g)
Access to Information. Such Purchaser acknowledges that it has had the opportunity
to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to
receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the
merits and risks of investing in the Shares; (ii) access to information about the Company and the subsidiaries and their respective
financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither
such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall
modify, amend or affect such Purchaser's right to rely on the truth, accuracy and completeness of the SEC Reports and the Company's
representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax
advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.

(h)
Certain
Trading Activities
. Other than with respect to the transactions contemplated herein, since the time that such Purchaser
was first contacted by the Company, the Placement Agents or any other Person regarding the transactions contemplated hereby,
neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby,
(y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such
Purchaser’s investments, including in respect of the Shares, and (z) is subject to such Purchaser’s review or
input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or
Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing, in the case of a
Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle whereby
separate portfolio managers manage separate portions of such Purchaser's or Trading Affiliate’s assets
and the
portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser's or Trading Affiliate’s assets, the representation set forth above shall apply only with
respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction
contemplated by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this
transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a
representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing
of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

(i)
Brokers and Finders. Other than the Placement Agents, no Person will have, as a result
of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser
for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf
of the Purchaser. No Purchaser shall have any obligation with respect to any fees, or with respect to any claims made by or on
behalf of other Persons for fees, in each case of the type contemplated by this Section 3.2(i) that may be due in connection with
the transactions contemplated by this Agreement or the Transaction Documents.

(j)
Independent Investment Decision. Such Purchaser has independently evaluated the merits
of its decision to purchase Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on
the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that
nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the
purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. Such
Purchaser understands that the Placement Agents has acted solely as the agent of the Company in this placement of the Shares and
such Purchaser has not relied on the business or legal advice of the Placement Agents or any of its agents, counsel or Affiliates
in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties
to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

(k)
Reliance on Exemptions. Such Purchaser understands that the Shares being offered and
sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities
laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations,
warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability
of such exemptions and the eligibility of such Purchaser to acquire the Shares.

(l)
No Governmental Review. Such Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares
or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of
the offering of the Shares.

(m)
Regulation M. Such Purchaser is aware that the anti-manipulation rules of Regulation
M under the Exchange Act may apply to sales of ADSs and other activities with respect to the ADSs by the Purchasers.

(n) Beneficial
Ownership
. The purchase by such Purchaser of the Shares issuable to it at the Closing will not result in such
Purchaser (individually or together with any other Person with whom such Purchaser has identified, or will have identified,
itself as part of a “group” in a public filing made with the Commission involving the Company’s securities)
acquiring, or obtaining the right to acquire, in excess of 19.999% of the outstanding Ordinary Shares or the voting power of
the Company on a post transaction basis that assumes that such Closing shall have occurred. Such Purchaser does not presently
intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it
together with such other Persons have) acquired, or obtained the right to acquire, as a result of such Closing (when added to
any other securities of the Company that it or they then own or have the right to acquire), in excess of 19.999% of the
outstanding Ordinary Shares or the voting power of the Company on a post transaction basis that assumes that each Closing
shall have occurred.

(o)
Residency. Such Purchaser’s residence (if an individual) or offices in which
its investment decision with respect to the Shares was made (if an entity) are located at the address immediately below such Purchaser’s
name on its signature page hereto.

(p)
Irish Takeover Law. Such Purchaser is not, for the purposes of the Takeover Rules and
the Substantial Acquisition Rules, acting in concert with any other Purchaser in connection with the acquisition of the Shares
and such acquisition does not give rise to any notification obligations or any breach of the Takeover Rules and/or the Substantial
Acquisition Rules.

The Company and each
of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction
Documents.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1
Transfer Restrictions.

(a)Compliance with Laws. Notwithstanding any other provision of this Article IV,
each Purchaser covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in
compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and in compliance with any applicable U.S. state and federal securities
laws. In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the
Company, (iii) pursuant to Rule 144 (provided that the Purchaser provides the Company with reasonable assurances (in the
form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv)
in connection with a bona fide pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof
to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of a Purchaser under this
Agreement and the Registration Rights Agreement with respect to such transferred Shares.

(b) Legends.
The ADSs shall be subject to, and Certificates evidencing the Shares shall bear, any legend as required by the “blue sky”
laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under
Section 4.1(c):

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE TO WHICH THIS CONFIRMATION RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY (AND THE DEPOSITARY) SHALL BE ENTITLED TO REQUIRE AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND THE DEPOSITARY THAT SUCH REGISTRATION IS NOT REQUIRED .

The Company acknowledges
and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares
in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan.
Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection
with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required
of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure.
Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security
interest in, any of the Shares or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured
party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee
or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation
and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling shareholders thereunder. Each Purchaser acknowledges and agrees that,
except as otherwise provided in Section 4.1(c), any Shares subject to a pledge or security interest as contemplated by this
Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions
on transfer set forth in Section 4.1(a).

(c) Removal
of Legends
. Where ADSs have been issued, whether at the Closing or upon the exchange of Ordinary Shares issued pursuant to
conversion of Series A Preferred Shares, the legend set forth in Section 4.1(b) above shall be removed and the Company
shall cause the Depositary to issue such ADSs without legends to the holders thereof by electronic delivery at the applicable
balance account at the DTC, if (i) such ADSs are registered for resale under the Securities Act (provided that, if
the Purchaser is selling pursuant to the effective registration statement registering the
ADSs for
resale,
the Purchaser agrees to only sell such ADSs
during such time that such
registration statement is effective and not withdrawn or suspended, and only
as permitted by such registration statement),
(ii) such ADSs are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such
ADSs are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Upon the Effective
Date, the Company shall, or shall cause Company U.S. Counsel to, issue to the Depositary a legal letter confirming that the registration
statement is effective and shall use its reasonable best efforts to cause the Depositary to issue ADSs without legends upon request
of any Purchaser following a sale pursuant to the effective shelf registration statement. Following Rule 144 becoming available
for the resale of ADSs, without the requirement for the Company to be in compliance with the current public information required
under Rule 144 as to such securities and without volume or manner-of-sale restrictions, the Company shall cause Company U.S. Counsel
to issue to the Depositary a legal letter regarding the legend removal in a form satisfactory to the Depositary. Any fees (with
respect to the Transfer Agent, Depositary, Company U.S. Counsel or otherwise) associated with the issuance of such opinion or
the removal of such legend shall be borne by the Company. The Company may not make any notation on its records or give instructions
to the Transfer Agent or the Depositary that enlarge the restrictions on transfer set forth in this Section 4.1(c).

(d) Irrevocable
Transfer Agent Instructions
. The Company shall issue the Irrevocable Transfer Agent Instructions to its Transfer
Agent, and any subsequent Transfer Agent, in the form of Exhibit D attached hereto. The Company represents and
warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d)
(or instructions that are consistent therewith) will be given by the Company to its Transfer Agent in connection with this
Agreement, and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the
extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a
breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) may be
inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section
4.1(d)
, that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and
without any bond or other security being required.

(e) Acknowledgement.
Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Shares or any interest therein without complying with the requirements of the Securities Act. While the Registration
Statement remains effective, each Purchaser hereunder may sell the ADSs in accordance with the plan of distribution contained in
the Registration Statement and if it does so it will comply therewith and with the related prospectus delivery requirements unless
an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is
notified by the Company in writing at any time that the Registration Statement registering the resale of the ADSs is not effective
or that the prospectus included in such Registration Statement is no longer compliant with the requirements of Section 10 of the
Securities Act, the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the Company
that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act, unless such
Purchaser is able to, and does, sell such Shares pursuant to an available exemption from the registration requirements of Section
5 of the Securities Act. Both the Company and its Transfer Agent, and their respective directors, officers, employees and agents,
may rely on this Section 4.1(e) and each Purchaser hereunder will indemnify and hold harmless each of such persons from
any breaches or violations of this Section 4.1(e).

4.2
Furnishing of Information. In order to enable the Purchasers to sell the Shares under Rule 144, for a period
of twelve (12) months from the Closing, the Company shall use its commercially reasonable efforts to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act. During such twelve (12) month period, if the Company is not required to file reports pursuant
to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such
information as is required for the Purchasers to sell the Shares under Rule 144.

4.3 Intégration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate
of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would require
the registration under the Securities Act of the sale of the Shares to the Purchasers, or that will be integrated with the offer
or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4
Securities
Laws Disclosure; Publicity
. By 9:00 A.M., New York City time, on the Trading Day immediately following the date hereof,
the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Placement
Agents disclosing all material terms of the transactions contemplated hereby. On or before 9:00 A.M., New York City time, on
the second (2nd) Trading Day immediately following the execution of this Agreement, the Company will file a
Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits
to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement and the
Registration Rights Agreement)). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any
press release or filing with the Commission (other than the Registration Statement) or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except (i) as required by U.S. federal securities law in
connection with (A) any registration statement contemplated by the Registration Rights Agreement or (B) the filing of final
Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is
required by law, request of the Commission’s staff or Trading Market regulations, in which case the Company shall
provide the Purchasers with prior written notice of such disclosure permitted under this subclause (ii). From and after the
issuance of the Press Release, no Purchaser shall be in possession of any material, non-public information received from the
Company, any subsidiary or any of their respective officers, directors, employees or agents, that is not disclosed in the
Press Release. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in this Section
4.4
, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).

4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any
other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in either
case solely by virtue of receiving Shares under the Transaction Documents; provided, however, that no such Purchaser owns any equity
in the Company prior to its purchase of the Shares hereunder.

4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, including this Agreement, or as expressly required by any applicable securities law, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel
with any information regarding the Company that the Company believes constitutes material non-public information without the express
written consent of such Purchaser, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.

4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital
and general corporate purposes.

4.8
Form D; Blue Sky. The Company agrees to timely file a Form D with respect to the Shares as required under
Regulation D and to provide a copy thereof, promptly upon the written request of any Purchaser. The Company, on or before
the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for or to qualify the Shares for sale to the Purchasers under applicable securities or “Blue Sky” laws of the states
of the United States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon
the written request of any Purchaser.

4.9
Delivery of Shares After Closing. The Company shall deliver, or cause to be delivered, the respective Series A Preferred
shares purchased by each Purchaser to such Purchaser within three (3) Trading Days of the Closing Date. The Company shall deliver
to the Transfer Agent a written delivery order instructing the Transfer Agent to deliver the respective Ordinary Shares purchased
by each Purchaser to the Depositary on the Closing Date. The Company shall also deliver Depositary a written delivery order
instructing the Depositary to issue the respective ADSs purchased by each Purchaser on the Closing Date. The Company will use
its reasonable best efforts to ensure that the Transfer Agent will deliver the Ordinary Shares and the Depositary will deliver
the ADSs as soon as practicable following receipt of the respective delivery orders from the Company and confirmation from the
Company that the conditions of delivery of the Ordinary Shares and ADSs, as applicable, have been satisfied.

4.10 Short Sales and Confidentiality After The Date Hereof. Such Purchaser shall
not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the Company’s
securities (including, without limitation, any Short Sales involving the Company’s securities) during the period from the
date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced
as required by and described in Section 4.4 or (ii) this Agreement is terminated in full pursuant to Section 6.18.
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents. Notwithstanding the foregoing,
no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of
the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section
4.4
; provided, however, each Purchaser agrees, severally and not jointly with any Purchasers, that they will not enter
into any Net Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the earliest of
(x) the Effective Date of the initial Registration Statement, (y) the twenty-four (24) month anniversary of the Closing Date or
(z) the date that such Purchaser no longer holds any Shares. For purposes of this Section 4.12, a “Net Short Sale"
by any Purchaser shall mean a sale of ADSs by such Purchaser that is marked as a short sale and that is made at a time when there
is no equivalent offsetting long position in ADSs held by such Purchaser. Notwithstanding the foregoing, in the event that a Purchaser
is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and
the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser's assets, the representation set forth above shall apply only with respect to the portion of assets managed by
the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Moreover, notwithstanding
the foregoing, in the event that a Purchaser has sold Shares pursuant to Rule 144 prior to the Effective Date of the initial Registration
Statement and the Company has failed to deliver certificates without legends prior to the settlement date for such sale (assuming
that such certificates meet the requirements set forth in Section 4.1(c) for the removal of legends), the provisions of
this Section 4.12 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering ADSs
in settlement of such sale. Each Purchaserunderstands and acknowledges, severally and not
jointly with any other Purchaser, that the Commission currently takes the position that covering a short position established prior
to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of
Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone
Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance.

4.11
Subsequent
Equity Sales
. For thirty (30) days from the date hereof, neither the Company nor any subsidiary shall issue ADSs or ADS
Equivalents. Notwithstanding the foregoing, the Company shall not be prohibited from (a) granting or issuing Ordinary Shares
or ADSs pursuant to any current or future equity incentive plan of the Company, (b) issuing and/or selling Ordinary Shares or
ADSs upon conversion, exercise or exchange of any outstanding Ordinary Shares or Related Securities of the Company, (c)
issuing and selling up to $5 million in ADSs pursuant to the Company At-the-Market program; and (d) publicly announcing the
intention to do any of the foregoing. For purposes of the foregoing, “Related Securities” shall mean any options
or warrants or other rights to acquire Ordinary Shares or ADSs or any securities exchangeable or exercisable for or
convertible into Ordinary Shares or ADSs, or to acquire other securities or rights ultimately exchangeable or exercisable
for, or convertible into, Ordinary Shares or ADSs.

4.12 Beneficial Ownership Limitation. Notwithstanding anything to the contrary set forth in the Series A Preferred Share
Terms, the Company shall not effect any redesignation of the Series A Preferred Shares, and the Purchaser shall not have the right
to redesignate any portion of its Series A Preferred Shares, to the extent that, after giving effect to an attempted redesignation
set forth on an applicable Notice of Conversion (as defined in the Series A Preferred Share Terms) with respect to the Series A
Preferred Shares, such Purchaser (together with such Purchaser’s Affiliates, and any other Person whose beneficial ownership
of Ordinary Shares would be aggregated with the Purchaser’s for purposes of Section 13(d) or Section 16 of the Exchange Act
and the applicable rules and regulations of the Commission, including any “group” of which the Purchaser is a member)
would beneficially own a number of Ordinary Shares in excess of the Beneficial Ownership Limitation (as defined below). For purposes
of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such Purchaser and its Affiliates shall
include the number of Ordinary Shares created by the consolidation and redesignation of the Series A Preferred Shares subject to
the Notice of Conversion with respect to which the determination of such sentence is being made, but shall exclude the number of
Ordinary Shares which are creatable or issuable upon (i) redesignation of the remaining, unconverted Series A Preferred Shares
beneficially owned by such Holder or any of its Affiliates, and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such Purchaser or any of its Affiliates (including, without limitation,
any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 4.14, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission.
In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable
rules and regulations of the Commission. For purposes of this Section 4.14, in determining the number of outstanding Ordinary Shares,
a Purchaser may rely on the number of outstanding Ordinary Shares as reflected in (i) the Company’s most recent Form 10-K,
Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (ii) a more recent public
announcement by the Company or (iii) a more recent notice by the Company setting forth the number of Ordinary Shares then outstanding.
For any reason at any time, upon the written or oral request of a Purchaser (which may be by email), the Company shall, within
two (2) Business Days of such request, confirm orally and in writing to such Purchaser (which may be by email) the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to any
actual conversion or exercise of securities of the Company, including Series A Preferred Shares, by such Purchaser or its Affiliates
since the date as of which such number of outstanding Ordinary Shares was last publicly reported or confirmed to the Holder.
 “Beneficial Ownership Limitation” shall initially be 9.99% of the number of the Ordinary Shares outstanding immediately
after giving effect to the creation or issuance of Ordinary Shares pursuant to such Notice of Conversion (to the extent permitted
pursuant to this Section 4.14). The Company shall be entitled to rely on representations made to it by the Purchaser in any Notice
of Conversion regarding its Beneficial Ownership Limitation. By written notice to the Company, a Purchaser may from time to time
increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 19.9% specified in such notice;
provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the
Company. The provisions of this Section 4.14 shall be construed, corrected and implemented in a manner so as to effectuate the
intended Beneficial Ownership Limitation herein contained and the Ordinary Shares underlying the Shares in excess of the Beneficial
Ownership Limitation shall not be deemed to be beneficially owned by the Purchaser for any purpose including for purposes of Section
13(d) or Rule 16a-1(a)(1) of the Exchange Act.

4.13 Subsequent
Acquisitions of Securities.
Such Purchaser shall not, acting either individually or together with its concert parties, or
by acting in concert together with such other Purchasers, acquire securities or a right to acquire securities in the Company
which would result in such Purchaser holding securities conferring 30% of the voting power of the Company without the prior
written consent of the Company.

ARTICLE V.

CONDITIONS PRECEDENT TO
CLOSING

5.1
Conditions Precedent to the Obligations of the Purchasers to Purchase Shares. The obligation of each Purchaser to
acquire Shares at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing
Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):

(a)
Representations and Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all material respects (except for those representations and warranties which are qualified
as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date
when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that
speak as of a specific date.

(b)
Performance. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied
with by it at or prior to the Closing.

(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(d)
Consents. The Company shall have obtained in a timely fashion any and all consents,
permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares (including all
Required Approvals), all of which shall be and remain so long as necessary in full force and effect.

(e)
Adverse Changes. Since the date of execution of this Agreement, no event or series
of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.

(f)
No Suspensions of Trading in ADSs. The ADSs shall not have been suspended, as of the
Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension
by the Commission or the Principal Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission
or the Principal Trading Market or (B) by falling below the minimum listing maintenance requirements of the Principal Trading Market.

(g)
Company Deliverables. The Company shall have delivered the Company Deliverables in
accordance with Section 2.2(a).

(h)
Compliance Certificate. The Company shall have delivered to each Purchaser a certificate,
dated as of the Closing Date and signed by its Chief Executive Officer, its Chief Financial Officer or its Secretary, dated as
of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a) et (b) in the
form attached hereto as Exhibit F.

(i)
Termination. This Agreement shall not have been terminated as to such Purchaser in
accordance with Section 6.18 herein.

5.2
Conditions Precedent to the Obligations of the Company to issue Shares. The Company's obligation to issue the Shares
at the Closing to the Purchasers is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date
of the following conditions, any of which may be waived by the Company:

(a)
Representations and Warranties. The representations and warranties made by the Purchasers
in Section 3.2 hereof shall be true and correct in all material respects (except for those representations and warranties
which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects)
as of the date when made, and as of the Closing Date as though made on and as of such date, except for representations and warranties
that speak as of a specific date.

(b)
Performance. Such Purchaser shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied
with by such Purchaser at or prior to the Closing Date.

(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(d)
Purchasers Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables
in accordance with Section 2.2(b).

(e)
Termination. This Agreement shall not have been terminated as to such Purchaser
in accordance with Section 6.18 herein.

ARTICLE VI.
MISCELLANEOUS

6.1
Fees and Expenses. The Company and the Purchasers shall each pay the fees and expenses of their respective advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party in connection with the negotiation,
preparation, execution, delivery and performance of this Agreement, except that the Company shall reimburse Ropes & Gray LLP
and Cooley LLP for their reasonable fees and expenses incurred in connection with their representation of Vivo Capital related
to this Agreement and the transactions contemplated hereby in an aggregate amount not to exceed $100,000. The Company shall pay
all Transfer Agent and Depositary fees, stamp taxes and other taxes and duties levied in connection with the issuance and sale
of the ADSs to the Purchasers.

6.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions
and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute
and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention
of the parties under the Transaction Documents.

6.3
Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via electronic mail at the e-mail address specified in this Section 6.3 prior to 5:00 P.M., New York City
time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via electronic mail at the e-mail address or facsimile number specified in this Section 6.3 on a day that is not a
Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
follows:

If to the Company: Avadel Pharmaceuticals plc
10 Earlsfort Terrace
Dublin 2, Ireland
Telephone No.: (+353) 1 9520 1026
Attention: Jerad Seuer, Esq.
E-mail: jseuer@avadel.com
With a copy to: Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Telephone No.: (617) 570-1000
Attention: Robert E. Puopolo
E-mail: RPuopolo@goodwinlaw.com
If to a Purchaser: To the address set forth under such Purchaser’s name on the signature page hereof;

or such other address as
may be designated in writing hereafter, in the same manner, by such Person.

6.4
Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented
or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers of at least a
majority in interest of the Shares still held by Purchasers or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver
or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers who
then hold Shares.

6.5
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

6.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties
and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the
Company without the prior written consent of each Purchaser. Any Purchaser may assign its rights hereunder in whole or in part
to any Person to whom such Purchaser assigns or transfers any Shares in compliance with the Transaction Documents and applicable
law, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions
of this Agreement that apply to the “Purchasers”.

6.7
Non.
Third-Party Beneficiaries
. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except the Placement Agents are an intended third party beneficiary of Article III et Article IV hereof.

6.8
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

6.9
Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery of the Shares.

6.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.

6.11
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby
and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.

6.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any
similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a
Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant
notice, demand or election in whole or in part without prejudice to its future actions and rights.

6.13
Replacement
of Shares
. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company
may issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company and the Transfer Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost
certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any
losses in connection therewith or, if required by the Transfer Agent, a bond in such form and amount as is required by the
Transfer Agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument
evidencing any Shares is requested due to a mutilation thereof, the Company may require delivery of such mutilated
certificate or instrument as a condition precedent to any issuance of a replacement.

6.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents.
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other
than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

6.15
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

6.16 Adjustments in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable
in Ordinary Shares or change in the number of Ordinary Shares represented by one ADS, combination or other similar recapitalization
or event occurring after the date hereof and prior to the Closing, each reference in any Transaction Document to a number of shares
or ADSs or a price per share or ADS shall be deemed to be amended to appropriately account for such event.

6.17
Independent
Nature of Purchasers' Obligations and Rights
. The obligations of each Purchaser under any Transaction Document are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser to
purchase Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser
and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets,
properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any
subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and
no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person)
relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the
Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in
connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection
with monitoring its investment in the Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in
its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their
respective counsels have chosen to communicate with the Company through Cooley LLP, counsel to the Placement Agents. Each
Purchaser acknowledges that Cooley LLP has rendered legal advice to the Placement Agents and not to such Purchaser in
connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice
of its own respective counsel. The Company has elected to provide all Purchasers with the same terms and Transaction
Documents for the convenience of the Company and not because it was required or requested to do so by any Purchaser.

6.18
Termination. This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior
to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing
has not been consummated on or prior to 5:00 P.M., New York City time, on the Outside Date; provided, however, that the
right to terminate this Agreement under this Section 6.18 shall not be available to any Person whose failure to comply with
its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such
time. Nothing in this Section 6.18 shall be deemed to release any party from any liability for any breach by such party
of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel
specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event
of a termination pursuant to this Section 6.18, the Company shall promptly notify all non-terminating Purchasers. Upon a
termination in accordance with this Section 6.18, the Company and the terminating Purchaser(s) shall not have any further
obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any
other Purchaser under the Transaction Documents as a result therefrom.

6.19
Exculpation of the Placement Agents. Each party acknowledges that it has read the notices attached hereto as Exhibit
J-1
et Exhibit J-2 and hereto agrees for the express benefit of each of the Placements Agents, their affiliates and
their representatives that:

(a) Neither the Placement Agents nor any of their affiliates or any of their representatives (1) has any duties or obligations
other than those specifically set forth herein or in the engagement letter, dated as of February 20, 2020, between the Company
and Jefferies LLC, and in the letter, dated as of February 20, 2020, between the Company, Piper Sandler & Co., Stifel, Nicolaus
 & Company, Incorporated, LifeSci Capital LLC and Ladenburg Thalmann & Co. (together, the “Engagement Letters”);
(2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation
or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or
documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection
with any of the transactions contemplated hereby and thereby; or (4) shall be liable (x) for any action taken, suffered or omitted
by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection
with this Agreement or any Transaction Document, except for such party’s own gross negligence, willful misconduct or bad
faith.

(b) Placement Agents, their affiliates and their representatives shall be entitled to (1) rely on, and shall be protected in
acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on
behalf of the Company, including the representations made by the Company and the Investors herein, and (2) be indemnified by
the Company for acting as the Placement Agents hereunder pursuant the indemnification provisions set forth in the Engagement
Letters.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.

AVADEL PHARMACEUTICALS PLC
Par: /s/ Gregory J. Divis
Name: Gregory J. Divis
Title: Chief Executive Officer

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

NAME OF PURCHASER: Vivo Opportunity Fund, L.P.
Par: Vivo Opportunity, LLC, General Partner
Par: /s/ Albert Cha
Name: Albert Cha
Title: Managing Member
Aggregate ADS Purchase Price (ADS Subscription Amount): $20,439,222.16
Number of ADSs to be Acquired: 2,882,824
Aggregate Series A Preferred Shares Purchase Price (Preferred Subscription Amount):
    $_____________
Number of Series A Preferred Shares to be Acquired: ______________________
Tax ID No.: ____________________
Address for Notice:
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________
Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: Vivo Capital Fund IX, L.P.
Par: Vivo Capital IX, LLC, General Partner
Par: /s/ Albert Cha
Name: Albert Cha
Title: Managing Member
Aggregate ADS Purchase Price (ADS Subscription Amount): $4,560,777.21
Number of ADSs to be Acquired: 643,269
Aggregate Series A Preferred Shares Purchase Price (Preferred Subscription Amount):
    $_____________
Number of Series A Preferred Shares to be Acquired: ______________________
Tax ID No.: ____________________
Address for Notice:
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________
Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME
                                         OF PURCHASER:
KVP
Capital, LP

Par: / s /
    Caley Castelein
Name: Caley
    Castelein
Title: Managing
Le directeur
Aggregate
    ADS Purchase Price (ADS Subscription Amount): $2,499,997.81
Number
    of ADSs to be Acquired: 352,609
Aggregate
    Series A Preferred Shares Purchase Price (Preferred Subscription Amount): $______0_______
Number
    of Series A Preferred Shares to be Acquired: ________0______________
Tax
    ID No.: ____________________
Address for Notice:
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: Venrock
    Healthcare Capital Partners III, L.P.
Par: VHCP Management III, LLC
Its: General Partner
Par: /s/ David L. Stepp
Name: David L. Stepp
Title: Authorized Signatory
Aggregate ADS Purchase Price
(ADS Subscription Amount): $6,818,176.49
Number of ADSs to be Acquired:
961,661
Aggregate Series A Preferred
    Shares Purchase Price (Preferred Subscription Amount): $_____________
Number of Series A Preferred
    Shares to be Acquired: ______________________
Tax ID No.: ____________________
Address for Notice:
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________
Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: VHCP Co-Investment
    Holdings III, LLC
Par: VHCP Management
    III, LLC
Its: Manager
Par: /s/ David
    L. Stepp
Name: David L. Stepp
Title: Authorized Signatory
Aggregate ADS Purchase Price
(ADS Subscription Amount): $681,816.94
Number of ADSs to be Acquired:
96,166
Aggregate Series A Preferred
    Shares Purchase Price (Preferred Subscription Amount): $_____________
Number of Series A Preferred
    Shares to be Acquired: ______________________
Tax ID No.: ____________________
Address for Notice:
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________
Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: Avoro Life Sciences Fund
Par:   /s/ Behzad Aghazadeh
Name: Behzad Aghazadeh
Title: Managing Partner

Aggregate ADS Purchase Price (ADS Subscription Amount):
$ 14,999,993.95
Number of ADSs to be Acquired: 2,115,655
Aggregate Series A Preferred Shares Purchase Price (Preferred
Subscription Amount): $
Number of Series A Preferred Shares to be Acquired:
______________________
Tax ID No.: ____________________
Address for Notice:
__________________________________
__________________________________
__________________________________
Telephone No.: ____________________
Facsimile No.: ____________________
E-mail Address: ____________________
Attention: ____________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: RTW Master Fund, Ltd.

Par: /s/ Roderick Wong
Name: Roderick Wong
Title: Director
Aggregate ADS Purchase Price (ADS
Subscription Amount):
$4,698,961.31
Number of ADSs to be Acquired: 662,759
Aggregate Series A Preferred Shares
Purchase Price (Preferred
Subscription Amount): $ 2,502,266.61
Number of Series A Preferred Shares
to be Acquired: 352,929
Tax ID No.: ____________________
Address for
Notice:
__________________________________
__________________________________
__________________________________
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: RTW Innovation Master Fund, Ltd.

Par: /s/ Roderick Wong
Name: Roderick Wong
Title: Director
Aggregate ADS Purchase Price (ADS Subscription Amount):
$1,576,879.81
Number of ADSs to be Acquired: 222,409
Aggregate Series A Preferred Shares
Purchase Price (Preferred
Subscription Amount): $ 838,371.23
Number of Series A Preferred Shares
to be Acquired: 118,247
Tax ID No.: ____________________
Address for
Notice:
__________________________________
__________________________________
__________________________________
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: RTW Venture Fund Limited

Par: /s/ Roderick Wong
Name: Roderick Wong
Title: Managing Member of
the General Partner of the Investment Manager
Aggregate ADS Purchase Price (ADS Subscription Amount):
$266,973.95
Number of ADSs to be Acquired: 37,655
Aggregate Series A Preferred Shares Purchase Price (Preferred

Subscription Amount): $ 116,545.42
Number of Series A Preferred Shares to be Acquired: 16,438
Tax ID No.: ____________________
Address for Notice:
__________________________________
__________________________________
__________________________________
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________
Telephone No.: ____________________________

NAME OF PURCHASER: Acuta Opportunity Fund, LP

Par: /s/ Manfred
    Yu
Name:  Manfred Yu
Title:  Chief Operating Officer
of the General Partner
Aggregate ADS Purchase Price (ADS Subscription Amount):
$ 949,996.19
Number of ADSs to be Acquired: 133,991
Aggregate Series A Preferred Shares Purchase Price (Preferred

Subscription Amount): $ N/A
Number of Series A Preferred Shares
to be Acquired: N/A
Tax ID No.: ____________________
Address for
Notice:
__________________________________
__________________________________
__________________________________
Telephone No.: _______________________
Facsimile No.: ________________________
E-mail Address: ________________________
Attention: _______________________

Delivery Instructions:
(if different than above)
c/o _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: __________________________

Telephone No.: ____________________________

NAME OF PURCHASER: Acuta Capital Fund, LP

Par: /s/ Manfred Yu
Name: Manfred Yu
Title:   Chief Operating Officer of the General Partner
Aggregate ADS Purchase Price (ADS Subscription Amount):
$4,049,999.43
Number of ADSs to be Acquired: 571,227
Aggregate Series A Preferred Shares Purchase Price (Preferred
    Subscription Amount): $ N/A
Number of Series A Preferred Shares to be Acquired: N/A
Tax ID No.:
Address for Notice:
Telephone No.:
Facsimile No.:
E-mail Address:
Attention:

Delivery Instructions:
(if different than above)
c/o
Street:
City/State/Zip:
Attention:
Telephone No.:

EXHIBITS:

A: Schedule of Purchasers
B: Form of Registration Rights Agreement
C-1: Accredited Investor Questionnaire
C-2: Share Certificate Questionnaire
D: Form of Irrevocable Transfer Agent Instructions
E: Form of Secretary’s Certificate
F: Form of Officer’s Certificate
G: Form of Lock-Up Agreement
H: List of Directors and Executive Officers Executing Lock-Up Agreements
I: Series A Preferred Share Terms
J-1: Stifel Required Disclosure
J-2: Jefferies Required Disclosure

Exhibit
Un

SCHEDULE
OF PURCHASERS

Purchaser American
Depositary
Shares
Series A Non-
Voting
Convertible
Preferred Shares
Aggregate
Purchase Price (Subscription
Amount)
Vivo Opportunity Fund LP 2,882,824 $ 20,439,222.16
Vivo Capital Fund IX LP 643,269 $ 4,560,777.21
KVP Capital, LP 352,609 $ 2,499,997.81
Venrock Healthcare Capital Partners III, L.P. 961,661 $ 6,818,176.49
VHCP Co-Investment Holdings III, LLC 96,166 $ 681,816.94
Avoro Life Sciences Fund 2,115,655 $ 14,999,993.95
RTW Master Fund, Ltd. 662,759 352,929 $ 7,201,227.92
RTW Innovation Master Fund, Ltd. 222,409 118,247 $ 2,415,251.04
RTW Venture Fund Limited 37,655 16,438 $ 383,519.37
Acuta Opportunity Fund, LP 133,991 $ 949,996.19
Acuta Capital Fund, LP 571,227 $ 4,049,999.43

Exhibit
B

Form
of Registration Rights Agreement

EXHIBIT C-1

Accredited
Investor Questionnaire

(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To:       Avadel Pharmaceutical plc

This Investor Questionnaire (“Questionnaire”)
must be completed by each potential investor in connection with the offer and sale of the American Depository Shares, par value
$0.01 per share, and Series A Preferred Shares, par value $0.01 per share (collectively, the “Securities”),
of Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”). The Securities are being offered
and sold by the Company without registration under the Securities Act of 1933, as amended (the “Act”), and the
securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Act and on Regulation
D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company must determine that a potential
investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire
is to assure the Company that each investor will meet the applicable suitability requirements. The information supplied by you
will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration
is based in part on the information herein supplied.

This Questionnaire does not constitute
an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by
signing this Questionnaire, you will be authorizing the Company to provide a completed copy of this Questionnaire to such parties
as the Company deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of
the Act or the securities laws of any U.S. state and that you otherwise satisfy the suitability standards applicable to purchasers
of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire.
Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

PART A. BACKGROUND INFORMATION

Name of Beneficial Owner of the Securities:

(City) (State) (Zip Code)

Telephone Number: (___)

If a corporation, partnership, limited
liability company, trust or other entity:

State of formation: Approximate Date of formation:

Were you formed
for the purpose of investing in the securities being offered?

Yes ____           No ____

If an individual:

(City) (State) (Country) (Zip Code)

Telephone Number: (___)

Age: __________              Citizenship: ____________            Where
registered to vote: _______________

Set forth in the space provided below the
state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which
you resided in each state:

Are you a director
or executive officer of the Company?

Yes ____           No ____

U.S. Social Security or U.S. Taxpayer Identification No.

PART B. ACCREDITED INVESTOR QUESTIONNAIRE

In order for the Company
to offer and sell the Securities in conformance with U.S. state and federal securities laws, the following information must be
obtained regarding your investor status. Please initial each category applicable to you as a Purchaser of Securities of
the Company.

_____ (1) A natural person with a net worth (assets minus liabilities), or joint net worth with the Prospective Subscriber’s spouse, in excess of $1 million at the time of the investment. In calculating net worth of the Prospective Subscriber, (a) the value of the primary residence of the Prospective Subscriber shall be excluded as an asset, (b) the outstanding indebtedness secured by the primary residence of the Prospective Subscriber up to the fair market value of such primary residence at the time of investment shall be excluded as a liability, provided, however, that if the amount of such outstanding indebtedness at the time of investment exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability, and (c) the outstanding indebtedness secured by the primary residence in excess of the fair market value of such primary residence at the time of investment shall be included as a liability;
_____ (2) A natural person with net income (without including any net income of the Prospective Subscriber’s spouse) in excess of $200,000, or joint income with the Prospective Subscriber’s spouse, in excess of $300,000, in each of the two most recent years, and the Prospective Subscriber reasonably expects to reach the same income level in the current year.
_____ (3) A bank as defined in the Securities Act, a savings and loan association, or other institution described in Section 3(a)(5)(A) of the Securities Act acting in either its individual or fiduciary capacity. This includes a trust for which a bank acts as trustee.
_____ (4) A director, executive officer or general partner of the Company.

_____ (5) A trust not formed for the specific purpose of acquiring Securities with total assets in excess of $5,000,000 and directed by a person who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Company.
_____ (6) A revocable trust (including a revocable trust formed for the specific purpose of acquiring Securities) and the grantor or settlor of such trust is an “accredited investor.”
_____ (7) An entity in which each equity owner is an “accredited investor.”
_____ (8) A tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership or a limited liability company not formed for the specific purpose of acquiring Securities that has total assets in excess of $5,000,000.
_____ (9) A plan for the benefit of employees, established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, having total assets in excess of $5,000,000.
_____ (10) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, (a) for which the investment decision to acquire Securities is being made by a plan fiduciary that is a bank, savings and loan association, insurance company, or registered investment adviser, (b) which has total assets in excess of $5,000,000, or (c) which is self-directed with the investment decisions made solely by persons who are “accredited investors.”
_____ (11) A broker or dealer registered under the Securities Exchange Act of 1934, as amended.
_____ (12) An insurance company as defined in the Securities Act.
_____ (13) An investment company registered under, or a business development company as defined in, the Investment Company Act of 1940, as amended.
_____ (14) A Small Business Investment Company licensed by the U.S. Small Business Administration
_____ (15) A private business development company as defined in the Investment Advisers Act of 1940, as amended.

A.       FOR
EXECUTION BY AN INDIVIDUAL:

By
Date

B.       FOR
EXECUTION BY AN ENTITY:

By
Date
Print Name:
Title:

C. ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):

By
Date

By
Date

Exhibit
C-2

Share
Certificate Questionnaire

Pursuant to Section 2.2(b) of the
Agreement, please provide us with the following information:

1. The exact name that the Shares are to be registered in (this is the name that will appear on the share certificate(s)).  You may use a nominee name if appropriate:
2. The relationship between the Purchaser of the Shares and the Registered Holder listed in response to Item 1 above:
3. The mailing address, telephone and telecopy number of the Registered Holder listed in response to Item 1 above:
4. The U.S. Tax Identification Number (or, if an individual, the U.S. Social Security Number) of the Registered Holder listed in response to Item 1 above:

EXHIBIT
D

Form
of Irrevocable Transfer Agent Instructions

As of _________, ____

(Insert Name of Transfer Agent)

(Address)

(Address)

Attn: _________________

Mesdames et messieurs:

Reference
is made to that certain Securities Purchase Agreement, dated as of _____________, ___ (the “Agreement”), by
and among Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), and the purchasers named
on the signature pages thereto (collectively, and including permitted transferees, the “Holders”), pursuant
to which the Company is issuing to the Holders ordinary shares (the “Shares”) of (______) of the Company, par
value $0.01 per share (the “ADSs”).

This
letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company
at such time and the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may
issue to you from time to time, if any, to issue certificates representing Ordinary Shares upon transfer or resale of the Shares.

You acknowledge and
agree that so long as you have received (a) written confirmation from the Company’s legal counsel that either (1) a
registration statement covering resales of the Shares has been declared effective by the Securities and Exchange Commission (the
"Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or (2) the
Shares have been sold in conformity with Rule 144 under the Securities Act (“Rule 144”) or are eligible
for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required
under Rule 144 as to such securities and without volume or manner-of-sale restrictions and (b) if applicable, a copy of such
registration statement, then, unless otherwise required by law, within three (3) Trading Days of your receipt of a notice
of transfer or Shares, you shall issue the certificates representing the Shares registered in the names of such Holders or transferees,
as the case may be, and such certificates shall not bear any legend restricting transfer of the Shares thereby and should not be
subject to any stop-transfer restriction; provided, however, that if such Shares are not registered for resale under the
Securities Act or able to be sold under Rule 144 without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, then the certificates
for such Shares shall bear the following legend:

THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.

Un
form of written confirmation from the Company’s outside legal counsel that a registration statement covering resales of the
Shares has been declared effective by the Commission under the Securities Act is attached hereto as Annex I.

Please
be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder
is a third party beneficiary to these instructions.

Please
execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions.

Votre,
(INSERT NAME OF COMPANY)
Par:
Name:
Title:

Acknowledged and Agreed:
(INSERT NAME OF TRANSFER AGENT)
Par:
Name:
Title:
Date: _________________, ______

Annex I

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT

(Insert Name of Transfer Agent)

(Address)

(Address)

Attn: _________________

Re: (Insert Name of Company)

Mesdames et messieurs:

We
are counsel to Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement, dated as of _____________, ___, entered into by and
among the Company and the purchasers named therein (collectively, the “Purchasers”) pursuant to which the Company
issued to the Purchasers Ordinary Shares of the Company, $0.01 par value per share (the “Ordinary Shares”).
Pursuant to that certain Registration Rights Agreement of even date, the Company agreed to register the resale of the Ordinary
Shares (collectively, the “Registrable Securities”), under the Securities Act of 1933, as amended (the “Securities
Act
”). In connection with the Company’s obligations under the Registration Rights Agreement, on ,
____, the Company filed a Registration Statement on Form S-3 (File No. 333-)
(the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”)
relating to the Registrable Securities which names each of the Purchasers as a selling shareholder thereunder.

In connection with
the foregoing, we advise you that a member of the Commission’s staff has advised us by telephone that the Commission has
entered an order declaring the Registration Statement effective under the Securities Act at ____ (a.m.)(p.m.) on __________, ____,
and we have no knowledge, after reviewing the Commission’s “Stop Orders” web page ( http://sec.gov/litigation/stoporders.shtml)
,
that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before,
or threatened by, the Commission and the Registrable Securities are available for resale under the Securities Act pursuant to
the Registration Statement.

This
letter shall serve as our standing notice to you that the Ordinary Shares may be freely transferred by the Purchasers pursuant
to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance
of Ordinary Shares to the Purchasers or the transferees of the Purchasers, as the case may be, as contemplated by the Company’s
Irrevocable Transfer Agent Instructions dated __________, ____, provided at the time of such reissuance, the Company has not otherwise
notified you that the Registration Statement is unavailable for the resale of the Registrable Securities. This letter shall serve
as our standing instructions with regard to this matter.

Votre,
(INSERT NAME OF COMPANY U.S. COUNSEL)
Par:

EXHIBIT E

Form
of Secretary’s Certificate

The undersigned hereby certifies that
(●) is the duly elected, qualified and acting Secretary of Avadel Pharmaceuticals plc, an Irish public limited company
(the “Company”), and that as such he is authorized to execute and deliver this certificate in the name and
on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of ____________, ______, by and
among the Company and the investors party thereto (the “Securities Purchase Agreement”), and further
certifies in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms
used but not otherwise defined herein shall have the meaning set forth in the Securities Purchase Agreement.

1. Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly
adopted by the Board of Directors of the Company at a meeting held on ___________. Such resolutions have not in any way been amended,
modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are
now in full force and effect.

2. The certificate of incorporation, the certificate of incorporation
on re-registration as a public limited company and the certificate of incorporation on change of name, together with the memorandum
and articles of association of the Company attached hereto asExhibit B, incorporate all amendments thereto up to and including
the date hereof and are true, complete and accurate in all respects and the authority of the board of directors of the Company
(the “Board”), or any appropriate committee appointed thereby, to allot and issue the securities of the Company on
a non-pre-emptive basis has not been altered, amended or rescinded and is in full force and effect.

3. Each person listed below has been duly elected or appointed to the position(s) indicated opposite
his name and is duly authorized to sign the Securities Purchase Agreement and each of the Transaction Documents on behalf of the
Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.

Name Position

Signature

(                                ) Chief Executive Officer
(                                ) Directeur financier

IN WITNESS WHEREOF, the undersigned has
hereunto set his hand as of this ____ day of ________, ___.

I, (Insert Name), Chief Executive Officer,
hereby certify that (Insert Name) is the duly elected, qualified and acting Secretary of the Company and that the signature set
forth above is his true signature.

Chief
Executive Officer

EXHIBIT
Un

Resolutions

EXHIBIT B

Memorandum and Articles of Association

EXHIBIT F

Form
of Officer’s Certificate

The undersigned, the Chief Executive Officer
of Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), pursuant to Section 5.1(i) of
the Securities Purchase Agreement, dated as of ____________, by and among the Company and the investors signatory thereto (the
"Securities Purchase Agreement”), hereby represents, warrants and certifies as follows (capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the Securities Purchase Agreement):

1. The representations and warranties of the Company contained in the Securities Purchase Agreement
are true and correct in all material respects (except for those representations and warranties which are qualified as to materiality,
in which case, such representations and warranties shall be true and correct in all respects) as of the date when made and as of
the date hereof, as though made on and as of such date, except for such representations and warranties that speak as of a specific
date.

2. The Company has performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to
the date hereof.

IN WITNESS WHEREOF, the undersigned has
executed this certificate this ___ day of __________, _____.

Chief Executive Officer

EXHIBIT G

FORM OF LOCK-UP AGREEMENT

_____________, _____

Jefferies LLC
520 Madison Avenue
New York, New York 10022
Piper Sandler & Co.
1251 Avenue of the Americas
New York, New York 10020
Stifel, Nicolaus & Company, Incorporated
787 7th Avenue
New York, New York 10019
Ladenburg Thalmann & Co.
277 Park Avenue, 26th Floor
New York, New York 10172
LifeSci Capital LLC
250 W. 55th Street
Suite 3401
New York, New York 10019
Re: Private Placement of Shares

Mesdames et messieurs:

The undersigned understands
that Jefferies LLC, Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. and LifeSci
Capital LLC proposes to act as the exclusive Placement Agents (the “Placement Agents”), for Avadel Pharmaceuticals
plc, an Irish public limited company (the “Company”), in connection with a proposed private placement (the “Offering”)
(the “Shares”) of Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”).

In order to
induce the Placement Agents to continue its efforts in connection with the Offering, the undersigned hereby agrees that for a
period (the “Lock-Up Period”) of thirty (30) days following the date of effectiveness of the registration
statement registering the resale of the Shares filed by the Company with the Securities and Exchange Commission in connection
with such Offering, the undersigned will not, without the prior written consent of the Placement Agents, directly or
indirectly, (1) offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any Ordinary
Shares, or any securities convertible into or exercisable or exchangeable for the Ordinary Shares (including, without
limitation, Ordinary Shares or any such securities which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or
supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”));
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Beneficially Owned Shares, Ordinary Shares, or any securities convertible into or
exchangeable for the Ordinary Shares, regardless of whether any such transaction described herein is to be settled by
delivery of the Ordinary Shares or such other securities, or by delivery of cash or otherwise; (3) make any demand for,
or exercise any right with respect to, the registration of any Beneficially Owned Shares, Shares, Ordinary Shares or any
security convertible into or exercisable of exchangeable for the Ordinary Shares; or (4) publicly announce any intention
to do any of the foregoing; provided, however, that the obligations under this letter agreement (the “Lock-Up
Agreement
”) shall not apply to any Shares acquired in connection with the Offering.

Notwithstanding the
foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a
bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein,
(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any
such transfer shall not involve a disposition for value, (iii) with the prior written consent of the Placement Agents or (iv) effected
pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of an option
or warrant to purchase Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Ordinary Shares),
including the sale of a portion of shares to be issued in connection with such exercise to finance a “cashless” exercise,
provided that any such shares issued upon exercise of such option or warrant (or any securities convertible into or exercisable
or exchangeable for Ordinary Shares) shall continue to be subject to the applicable provisions of this Lock-Up Agreement, (c) the
purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof, or (d) the disposition of Ordinary Shares to
satisfy any tax withholding obligations upon the vesting of restricted Ordinary Shares held by the undersigned.  For purposes
of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.  None of the restrictions set forth in this Lock-Up Agreement shall apply to Ordinary Shares acquired
in open market transactions. In addition, if the undersigned is a partnership, limited liability company, trust, corporation or
similar entity, it may distribute the Ordinary Shares or Beneficially Owned Shares to its partners, members or shareholders; provided,
however, that in each such case, prior to any such transfer, each transferee shall execute a duplicate form of this Lock-Up Agreement
or execute an agreement, reasonably satisfactory to the Placement Agents, pursuant to which each transferee shall agree to receive
and hold such Ordinary Shares or Beneficially Owned Shares subject to the provisions hereof, and there shall be no further transfer
except in accordance with the provisions hereof.

The foregoing restrictions
are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or result in a sale or disposition of the Beneficially Owned Shares or Ordinary Shares even if such Beneficially
Owned Shares or Ordinary Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions
would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put
option or put equivalent position or call option or call equivalent position) with respect to any of the Beneficially Owned Shares
or Ordinary Shares or with respect to any security that includes, relates to, or derives any significant part of its value from
such Beneficially Owned Shares or Ordinary Shares.

The undersigned hereby
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of
securities of the Company held by the undersigned during the Lock-Up Period (as may have been extended pursuant hereto), except
in compliance with this Lock-Up Agreement.

The undersigned understands
that, if the Securities Purchase Agreement executed by Purchases in connection with the Offering does not become effective, or
if the Offering shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or if
the Purchase Agreement has not been executed within thirty (30) days of the date hereof, this Lock-Up Agreement shall be terminated
and the undersigned shall be released from all obligations under this Lock-Up Agreement.

The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement
is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned
and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the
undersigned. The undersigned agrees that Purchasers of the Shares in the Offering shall be intended third-party beneficiaries of
the undersigned’s obligations under this Lock-Up Agreement.

This Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof.

Votre,

Print Name: __________________________

Print Title: ___________________________

Signature: ____________________________

EXHIBIT H

List
of Directors and Executive Officers
Executing Lock-Up Agreements

Gregory J. Divis

Thomas McHugh
Phillandas Thompson

Geoffrey Glass

Peter Thornton

Linda S. Palczuk

Eric Ende

Mark McCamish

EXHIBIT I

Series A Preferred Share Terms

EXHIBIT J-1

Stifel Required Disclosure

On December 6, 2016, a final judgment (the
 “Judgment”) was entered against Stifel, Nicolaus & Company, Incorporated (“Stifel”) by the United States
District Court for the Eastern District of Wisconsin (Civil Action No. 2:11-cv-00755) resolving a civil lawsuit filed by the U.S.
Securities & Exchange Commission (the “SEC”) in 2011 involving violations of several antifraud provisions of the
U.S. federal securities laws in connection with the sale of synthetic collateralized debt obligations to five Wisconsin school
districts in 2006.  As a result of the Judgment: (i) Stifel is required to cease and desist from committing or causing any
violations and any future violations of Section 17(a)(2) and 17(a)(3) of the Securities Act; and (ii) Stifel and a former employee
were jointly liable to pay disgorgement and prejudgment interest of $2.5 million. Stifel was also required to pay a civil penalty
of $22.0 million, of which disgorgement and civil penalty Stifel was required to pay $12.5 million to the school districts involved
in this matter.

Simultaneously with the entry of the Judgment,
the SEC issued an Order granting Stifel a waiver from, among other things, the application of the disqualification provisions of
Rule 506(d)(1)(iv) of Regulation D under the Securities Act.

A copy of the Judgment is available
on the SEC’s website at: https://www.sec.gov/litigation/litreleases/2016/lr23700-final-judgment.pdf.

EXHIBIT J-2

Jefferies Required Disclosure

On February 2, 2016, pursuant to an offer
of settlement by Jefferies LLC, the SEC entered an administrative order, pursuant to its Municipalities Continuing Disclosure Cooperation
(“MCDC”) initiative, finding that Jefferies LLC, in connection with its underwriting of certain municipal securities
offerings, willfully violated Section 17(a)(2) of the Securities Act of 1933. The administrative order requires Jefferies LLC to
cease and desist from committing or causing any violations or any future violations of Section 17(a)(2), to pay a civil penalty,
and to complete certain undertakings. Jefferies LLC received waivers from the SEC of any disqualifications under Regulations A
(Rule 262), D (Rule 505 and 506), and E arising from the settlement, effective as of February 2, 2016. The SEC Order is available
at https://www.sec.gov/rules/other/2016/33-10030.pdf.

Exhibit 10.2

EXECUTION VERSION

REGISTRATION
RIGHTS AGREEMENT

This Registration Rights
Agreement (this “Agreement”) is made and entered into as of February 25, 2020, by and among Avadel Pharmaceuticals
plc, an Irish public limited company (the “Company”), and the several purchasers signatory hereto (each a “Purchaser"
and collectively, the “Purchasers”).

This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the February 20, 2020, between the Company and each Purchaser (the “Purchase
Agreement
”).

NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and each of the Purchasers agree as follows:

1.
Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall
have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following
meanings:

"Advice"
has the meaning set forth in Section 6(d).

"Affiliate"
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.

"Agreement"
has the meaning set forth in the Preamble.

"Business Day"
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

"Closing"
has the meaning set forth in the Purchase Agreement.

"Closing Date"
has the meaning set forth in the Purchase Agreement.

"Commission"
means the Securities and Exchange Commission.

"Company"
has the meaning set forth in the Preamble.

"Effective Date"
means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

"Effectiveness
Deadline
” means, with respect to the Initial Registration Statement or the New Registration Statement, the thirtieth
(30des milliers) calendar day following the Filing Deadline (or, in the event the Commission reviews and has written comments
to the Initial Registration Statement or the New Registration Statement, the sixtieth (60des milliers) calendar day following
the Filing Deadline); provided, however, that if the Company is notified by the Commission that the Initial Registration
Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Deadline as to such Registration Statement shall be the fifth (5des milliers) Trading Day following the date on which the Company
is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline
falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business.

"Effectiveness
Period
” has the meaning set forth in Section 2(b).

"Exchange Act"
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Filing Deadline"
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the later of (i)
the thirtieth (30des milliers) calendar day following the Closing Date or (ii) the fifth (5des milliers) Trading Day following
the filing of the Company’s 2020 Definitive Proxy Statement with the Commission, provided, however, that if the Filing
Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended
to the next business day on which the Commission is open for business.

"Holder"
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

"Indemnified
Party
” has the meaning set forth in Section 5(c).

"Indemnifying
Party
” has the meaning set forth in Section 5(c).

"Initial Registration
Statement
” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

“Losses"
has the meaning set forth in Section 5(a).

"New Registration
Statement
” has the meaning set forth in Section 2(a).

"Ordinary Shares"
means the ordinary shares, nominal value $0.01 per share, of the Company, in the form of American Depositary Shares (the “ADSs”),
and any securities into which such ordinary shares may hereinafter be reclassified.

"Person"
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Principal Market"
means the Trading Market on which the ADSs are primarily listed on and quoted for trading, which, as of the Closing Date, shall
be the Nasdaq Global Market.

"Proceeding"
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.

"Prospectus"
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.

"Purchase Agreement"
has the meaning set forth in the Recitals.

"Purchaser"
or “Purchasers” has the meaning set forth in the Preamble.

"Registrable
Securities
” means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed
and delivered to the Company a Selling Shareholder Questionnaire; et provided, further, that with respect to a particular
Holder, such Holder’s Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a
sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder
shall cease to be a Registrable Security); (B) becoming eligible for resale by the Holder under Rule 144 without the requirement
for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale
restrictions, pursuant to a written opinion letter of counsel for the Company to such effect, addressed, delivered and acceptable
to the Transfer Agent; or (c) the expiration of twelve months from the Closing Date.

"Registration
Statements
” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial
Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to
such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed
to be incorporated by reference in such Registration Statements.

"Remainder Registration
Statement
” has the meaning set forth in Section 2(a).

"Rule 144"
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"Rule 415"
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"Rule 424"
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"SEC Guidance"
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff; provided,
that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities
Act.

"Securities
Act
” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Selling Shareholder
Questionnaire
” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.

"Series A Preferred
Shares
” means the Series A Non-Voting Convertible Preferred Shares, nominal value $0.01 per share, of the Company.

"Shares"
means the Ordinary Shares in the form of ADSs issued or issuable to the Purchasers pursuant to the Purchase Agreement,
including those Ordinary Shares in the form of ADSs which may be issued upon conversion of the Series A Preferred Shares as
designated by the Board of Directors of the Company on February 20, 2020.

"Trading Day"
means any day on which the ADSs are traded on the Principal Trading Market; provided that “Trading Day” shall not include
any day on which the ADSs are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the ADSs suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time).

"Trading Market"
means whichever of the New York Stock Exchange, the NYSE American (formerly the American Stock Exchange), the Nasdaq Global Select
Market, the Nasdaq Global Market, the Nasdaq Capital Market or OTC Bulletin Board on which the ADSs are listed or quoted for trading
on the date in question.

2.
Registration.

(a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering
the resale of all of the Registrable Securities not then registered on an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial
Registration Statement
”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible
to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available
to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) et
shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may
be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth
in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result
of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company
agrees to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial
Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration
statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register the Registrable Securities
on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided,
however
, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable
best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC
Guidance, including without limitation, the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Each
Purchaser shall have the right to comment or have their counsel comment on any written submission made to the staff of Commission
(the “Staff”) with respect to any disclosure specifically relating to such Purchaser. No such written submission
shall be made to the Staff containing disclosure specifically relating to such Purchaser to which such Purchaser's counsel reasonably
objects.

Notwithstanding any other provision of
this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered
on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonable best efforts
to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration
Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to
registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares
may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject
to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders).
In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed
by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

(b) Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission
as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable,
no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in
accordance with Rule 461 promulgated under the Securities Act), and shall use its reasonable best efforts to keep each Registration
Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder retain
their character as Registrable Securities (the “Effectiveness Period”). The Company shall request effectiveness
of a Registration Statement as of 4:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders
via e-mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on the same Trading Day that
the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date
requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading
Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

(c) Each
Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more than five (5) Trading Days
following the date of this Agreement. At least ten (10) Trading Days prior to the first anticipated filing date of a
Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the
Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any,
which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days
prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a
selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities
at any time, unless such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a
response to any reasonable requests for further information as described in the previous sentence. If a Holder of Registrable
Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its
respective deadline, the Company shall use its reasonable best efforts to take such actions as are required to name such
Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto
and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified
in such late Selling Shareholder Questionnaire or request for further information.
Each Holder
acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information as
described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby
consents to the inclusion of such information in the Registration Statement.

(d)
In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the
Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders
and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that
the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement
on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3.
Registration Procedures

In connection with the
Company's registration obligations hereunder, the Company shall:

(a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to each Holder
copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents
will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on
the aforementioned documents within such five (5) Trading Day or one (1) Trading Day period, as the case may be, then the Holder
shall be deemed to have consented to and approved the use of such documents) and (ii) use reasonable best efforts to cause its
officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which a Holder
reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the five (5) Trading
Day or one (1) Trading Day period described above, as applicable.

(b)
(i)  
Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this
Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto
and, as promptly as reasonably possible, notify the Holders of such comments and provide the Holders true and complete copies
of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as
 “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act
with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of
such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the
intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such
Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of the
Prospectus to the Persons to whom such Purchaser sells any of the Shares (including in accordance with Rule 172 under the
Securities Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the “Plan of
Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state
securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed
pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form
10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report
by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or
supplement such Registration Statement was filed.

(c) Notify the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the
case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and confirm such notice in writing no later than
one (1) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to
a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the
Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling
Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the
Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or
any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal
or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information
that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance
by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included or incorporated by
reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any statement made in such
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case
of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading
and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company reasonably
believes may be material and that, in the good faith determination of the Board of Directors, would be materially detrimental to
the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all such information
shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required
by law; et provided, further, that notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material, non-public information.

(d)
Utiliser
reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, as soon as possible.

(e)
Furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto
and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any
document pursuant to this clause that is available on the Commission’s EDGAR system.

(f)
Promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including each form
of prospectus) and each amendment or supplement thereto as such Person may reasonably request. The Company hereby consents to the
use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(g)
Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.

(h) Cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book entry statements, as
applicable, representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
or statements shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)
Following
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible (taking into account the
Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature
disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected
Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor
any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto,
in light of the circumstances under which they were made), not misleading. If the Company notifies the Holders in accordance
with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be
entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and
Prospectus. For the avoidance of doubt, any period of time for which the availability of a Registration Statement and
Prospectus are suspended pursuant to Section 2(d) shall be disregarded when determining the time period allotted under
this Section 3(i).

(j)
The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of Ordinary
Shares or ADSs beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the Ordinary Shares or ADSs and (iv) any other
information as may be requested by the Commission, FINRA or any state securities commission.

(k) The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities
in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing
fee required for the first such filing within two (2) Business Days of the request therefor.

4. Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its
obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses
of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made
with any Trading Market on which the ADSs are then listed for trading, (B) with respect to compliance with applicable state securities
or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for
investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection
with Section 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder
intends to make sales of Registrable Securities with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving
no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions
of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a) Indemnification
by the Company
. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless
each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable
attorneys' fees) and expenses (collectively, “Losses”), as incurred, that arise out of or relate to (i)
any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form
of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange
Act or any state securities law or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue
statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and approved in
writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or
(B) in the case of an occurrence of an event of the type specified inSection 3(c)(iii)(vi), related to the
use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section
6(d)
below, to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss
would have been corrected or (C) to the extent that any such Losses arise out of the Purchaser’s (or any other
indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented),
if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue
statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such
Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified
Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the
Holders.

(b)
Indemnification
by Holders
. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based solely upon
any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any
form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the
extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement (it being
understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified inSection
3(c)(iii)
(vi), to the extent related to the use by such Holder of an outdated or defective Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be
greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right
to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that
the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

Subject to the terms
of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5)
shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement
of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5,
except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d) Contribution.
If a claim for indemnification under Section 5(a) ou 5(b) is unavailable to an Indemnified Party or
insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses
shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such
party in accordance with its terms.

The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of
the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission
et
(B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify
the Indemnified Party under the fault standards set forth in this Section 5.
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.

The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

6.
Divers.

(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company
and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except and to the extent specified
in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities and the Company
shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders.

(c) Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as
applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to
the
Registration Statement and shall sell the Registrable Securities only in accordance with a
method of distribution described in the Registration Statement

(d)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described inSection 3(c)(iii) (vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is possible.

(e)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its Subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.

(f)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less than
a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(g)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Purchase Agreement.

(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may
not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s
assets) or obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities.
Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement;
provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related
obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being transferred or assigned, (iii) at or before the time the Company
received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited investor,”
as that term is defined in Rule 501 of Regulation D.

(i) Execution
and Counterparts
. This Agreement may be executed in two or more counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become
effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such “.pdf” signature were the original
thereof.

(j)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the provisions of the Purchase Agreement.

(k)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided
by law.

(l)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m)
Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning
hereof.

(n)
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement
are several and not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way
for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase the Securities
pursuant to the Transaction Documents has been made independently of any other Purchaser. Nothing contained herein or in any other
agreement or document delivered at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert with respect to such obligations or the transactions contemplated by this
Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making
its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment
in the Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to protect and enforce
its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers
has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers
and not because it was required or requested to do so by any Purchaser.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first written above.

AVADEL PHARMACEUTICALS PLC
Par:
Name:
Title:

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
AUTHORIZED SIGNATORY

Par:
Name:
Title:

Tel:
Fax:
El. Paštas:

Annex
Un

PLAN OF DISTRIBUTION1

We are registering
the American Depositary Shares, or ADSs, which we refer to herein as Shares, issued to the selling stockholders to permit the resale
of these Shares by the holders of the Shares from time to time after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the Shares. We will, or will procure to, bear all fees and expenses incident
to our obligation to register the Shares.

The selling stockholders
may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the Shares are sold through underwriters or broker-dealers, the selling stockholders
will be responsible for underwriting discounts or commissions or agent's commissions. The Shares may be sold on any national securities
exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market
or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders
may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;

· broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;

· through the writing or settlement of options or other hedging transactions, whether such options
are listed on an options exchange or otherwise;

· a combination of any such methods of sale; et

· any other method permitted pursuant to applicable law.

The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act,
as amended, or the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather
than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

1 Note to Draft: Definitions
to be conformed to resale S-3.

Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders
effect such transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal. Such commissions will be in
amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will
not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2121.01.

In connection with
sales of the Shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The selling
stockholders may also sell Shares short and if such short sale shall take place after the date that this Registration Statement
is declared effective by the Commission, the selling stockholders may deliver Shares covered by this prospectus to close out short
positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge Shares
to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus,
which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares
registered on this registration statement to cover short sales of our ADSs made prior to the date the registration statement, of
which this prospectus forms a part, has been declared effective by the SEC.

The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in
the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant
to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
of 1933, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the Shares in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.

The selling stockholders
and any broker-dealer or agents participating in the distribution of the Shares may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or
any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of
the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited
to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or
the Exchange Act.

Each selling
stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the Shares. Upon the Company being notified
in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of
ADSs through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or
dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares
involved, (iii) the price at which such the Shares were sold, (iv) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no
event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent
(8.0%).

Under the securities
laws of some U.S. states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some U.S. states the Shares may not be sold unless such shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.

There can be no assurance
that any selling stockholder will sell any or all of the Shares registered pursuant to the shelf registration statement, of which
this prospectus forms a part.

Each selling stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the Shares by the selling stockholder and any other participating person. To
the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Shares to engage
in market-making activities with respect to the Shares. All of the foregoing may affect the marketability of the Shares and the
ability of any person or entity to engage in market-making activities with respect to the Shares.

We will pay all expenses
of the registration of the Shares pursuant to the registration rights agreement, including, without limitation, Securities and
Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided,
however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any and any related
legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities
under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to
contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities
Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus,
in accordance with the related registration rights agreements, or we may be entitled to contribution.

Annex
B

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

The undersigned holder
of shares of the (i) Ordinary Shares, nominal value $0.01, of Avadel Pharmaceuticals plc (the “Company”) and/or
(ii) Series A Non-Voting Convertible Preferred Shares, nominal value $0.01, of the Company issued pursuant to a certain Securities
Purchase Agreement by and among the Company and the Purchasers named therein, dated as of ______________, 2020 (the “Agreement”),
understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the
"Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities
generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule
172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as
described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders
in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within
three (3) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration
Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.

Certain legal consequences
arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a
selling stockholder in the Resale Registration Statement and the Prospectus.

NOTICE

The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.

The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder:

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
Listed in Item 3 below are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Stockholder:

E-mail address of Contact Person:

3. Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:

(a) Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:

(b) Number of American Depositary Shares to be registered pursuant to this Notice for resale:

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ¨
Non. ¨

(b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?

Yes ¨
Non. ¨

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes ¨ Non.
¨

Note: If yes, provide a narrative explanation below:

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ¨Non.¨

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other
Securities of the Company Owned by the Selling Stockholder.

Except as set forth below
in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

Type and amount
of other securities beneficially owned:

6. Relationships with the Company:

Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.

State any exceptions here:

7. Plan of Distribution:

The undersigned has reviewed
the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as
set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

***********

The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and
prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement
shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight
delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to
rely on the accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.

By signing below, the undersigned acknowledges
that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules
and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the
Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are
furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments
or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and
is advised of the following Question 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations regarding short
selling:

“An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares after the effective date.
issuer was advised that the short sale could not be made before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section
5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the
foregoing statements (including without limitation the answers to this Questionnaire) are correct.

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: Beneficial Owner:

Par:
Name:
Title:

Exhibit 99.1

Avadel
Pharmaceuticals Announces $65 Million Private Placement with Leading Biotech Investment Funds


– –

DUBLIN,
Ireland, Feb. 21, 2020
— Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on developing
FT218, an investigational, once-nightly formulation of sodium oxybate for treating excessive daytime sleepiness and cataplexy in
patients with narcolepsy, announced today that it entered into a definitive agreement for the sale of its American Depositary Shares
(ADSs) and Series A Non-Voting Convertible Preferred Shares (Series A Preferred) in a private placement to a group of institutional
accredited investors led by Vivo Capital, Avoro Capital Advisors, RTW Investments, Venrock Healthcare Capital Partners, Acuta
Capital, and KVP Capital. The private placement is expected to result in gross proceeds to the Company of approximately $65
million before deducting placement agent and other offering expenses.

Pursuant to the terms of the private
placement, the Company will issue 8,680,225 ADSs and 487,614 shares of Series A Preferred at a price of $7.09 per share,
priced at-the-market under Nasdaq rules. Each share of non-voting Series A Preferred is convertible into one ADS, provided that
conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.99% of the total number of Avadel
ADSs outstanding. The closing of the private placement is subject to certain conditions and is expected to occur on February
25, 2020. Proceeds from the private placement will be used to fund continued clinical and program development of FT218, including
an open-label extension study for REST-ON, a switch study to evaluate patients switching from twice-nightly sodium oxybate to once-nightly
FT218, as well as for general corporate purposes.

Jefferies, Piper Sandler, and
Stifel are acting as lead placement agents for the private placement. Ladenburg Thalmann and LifeSci Capital LLC are
acting as co-placement agents for the private placement. Craig-Hallum Capital Group is serving as financial advisor to
the Company in connection with the private placement.

The offer and sale of the foregoing
securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or applicable state securities laws, and will be sold in a private placement
pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act. The ADSs and Series A Preferred may not be offered or sold
in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws. The Company has agreed to file a registration statement covering the resale of the ADSs
acquired by the investors in the private placement or upon conversion of the Series A Preferred.

This press release does not constitute
an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state
in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
Any offering of the securities under the resale registration statement will only be by means of a prospectus.

À propos
FT218

FT218 is an investigational, once-nightly formulation of Micropump™ controlled-release (CR) sodium
oxybate. The company is currently conducting the REST-ON study, a double-blind, randomized, placebo-controlled Phase 3 trial,
to assess the efficacy and safety of FT218 in the treatment of excessive daytime sleepiness and cataplexy in patients
suffering from narcolepsy. FT218 has been granted Orphan Drug Designation from the U.S. Food and Drug
Administration (FDA) for the treatment of narcolepsy. The designation was granted on the plausible hypothesis that FT218
may be clinically superior to the twice-nightly formulation of sodium oxybate already approved by the FDA for the
same indication. In particular, FT218 may be safer due to ramifications associated with the dosing regimen of the previously
approved product.

About Avadel
Pharmaceuticals plc:

Avadel Pharmaceuticals plc (Nasdaq: AVDL) is an emerging biopharmaceutical company. The Company’s
primary focus is the development and potential FDA approval of FT218, which is in a Phase 3 clinical trial for the treatment
of narcolepsy patients suffering from excessive daytime sleepiness (EDS) and cataplexy. In addition, Avadel develops and markets
a portfolio of sterile injectable drugs used in the hospital setting.

Cautionary
Disclosure Regarding Forward-Looking Statements

This press release includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements relate to our future expectations, beliefs, plans, strategies, objectives, results, conditions, financial
performance, prospects, or other events. Such forward-looking statements include, but are not limited to, those regarding: 
the anticipated closing of the private placement; the use of proceeds from the private placement; and the filing of a registration
statement to register the resale of the securities to be issued and sold in the private placement. In some cases, forward-looking
statements can be identified by the use of words such as “will,” “may,” “believe,” “expect,”
 “look forward,” “on track,” “guidance,” “anticipate,” “estimate,”
 “project” and similar expressions, and the negatives thereof (if applicable).

Our forward-looking statements are
based on estimates and assumptions that are made within the bounds of our knowledge of our business and operations and that we
consider reasonable. However, our business and operations are subject to significant risks, and, as a result, there can be no assurance
that actual results of our research, development and commercialization activities and the results of our business and operations
will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results
to differ from expectations in our forward-looking statements include the risks and uncertainties described in the “Risk
Factors” section of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, which we
filed with the Securities and Exchange Commission on March 15, 2019 and subsequent filings.

Forward-looking statements speak only
as of the date they are made and are not guarantees of future performance. Accordingly, you should not place undue reliance on
forward-looking statements. We do not undertake any obligation to publicly update or revise the forward-looking statements contained
in this Annual Report.

Contacts:

Tomas
McHugh

Directeur financier
Phone: (636) 449-1843
El. Paštas: tmchugh@avadel.com

Tim McCarthy
LifeSci Advisors, LLC
Phone: (212) 915.2564
El. Paštas:tim@lifesciadvisors.com

8-K FORM AVADEL PHARMACEUTICALS Pour: 20 février ☏ assurance entreprise
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