Amendment of Revance Equity Rights Agreements. Medicis hereby consents to the amendments as of the Termination Effective Date to each of (a) the Revance Amended and Restated Co-Sale Agreement dated as of December 8, 2009, by and among Revance and the investors and founders named as parties thereto (“Revance Co-Sale Agreement”), (b) the Revance Amended and Restated Investor Rights Agreement dated as of December 8, 2009, as amended as of May 6, 2010, by and among Revance and the investors named as parties thereto (“Revance Investor Rights Agreement”), and (c) the Revance Amended and Restated Voting Agreement dated as of December 8, 2009, as amended on December 11, 2011, by and among Revance and the key holders and investors named as parties thereto (“Revance Voting Agreement”, and collectively with the Revance Co-Sale Agreement and Revance Investor Rights Agreement, the “Revance Equity Rights Agreements”), all as set forth in the form attached hereto as Schedule 4.2. To implement such consent, Medicis agrees to execute and deliver to Revance the form of amendment to the Revance Equity Rights Agreements attached hereto as Schedule 4.2 concurrently with the execution of this Termination Agreement, provided that such amendment shall not be effective until the Termination Effective Date.
