Hildred Perennial Partners I, LP Hildred Capital Co-Invest-REBA, LP Hildred Equity Partners III, LP Hildred Equity Partners III-A Hildred Equity Partners II, LP Hildred Equity Associates II, LP Hildred Equity Partners II-FR, LP Hildred Equity Partners...Equity Financing Commitment • December 12th, 2024 • Crown Laboratories, Inc. • Pharmaceutical preparations
This letter agreement sets forth the commitment of Hildred Perennial Partners I, LP, Hildred Capital Co-Invest-REBA, LP, Hildred Equity Partners III, LP, Hildred Equity Partners III-A, LP, Hildred Equity Partners II, LP, Hildred Equity Associates II, LP, Hildred Equity Partners II-FR, LP and Hildred Equity Partners II-A, LP, each a Delaware limited partnership (each of the foregoing, an “Investor” and collectively, the “Investors”), subject to the terms and conditions hereof, to, directly or indirectly, purchase equity or debt securities of Crown Laboratories, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between among Parent, Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), Merger Sub shall commence a tender offer to purchase all of the o
LIMITED GUARANTEELimited Guarantee • December 12th, 2024 • Crown Laboratories, Inc. • Pharmaceutical preparations • Delaware
This Limited Guarantee, dated as of August 11, 2024 (this “Limited Guarantee”), by Hildred Perennial Partners I, LP, Hildred Capital Co-Invest-REBA, LP, Hildred Equity Partners III, LP, Hildred Equity Partners III-A, LP, Hildred Equity Partners II, LP, Hildred Equity Associates II, LP, Hildred Equity Partners II-FR, LP and Hildred Equity Partners II-A, LP, each a Delaware limited partnership (each of the foregoing, a “Guarantor” and collectively, the “Guarantors”) is made in favor of Revance Therapeutics, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
MUTUAL NONDISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • December 12th, 2024 • Crown Laboratories, Inc. • Pharmaceutical preparations
In connection with the consideration of a potential license, partnership or negotiated transaction (the “Transaction”) with Hildred Capital Management, LLC (herein, “Hildred Capital”) involving Crown Laboratories Holdings, Inc. (the “Company”) and Revance Therapeutics, Inc. (herein, “Revance”), the parties desire to enter into this mutual nondisclosure agreement (hereafter, the “Agreement”) to protect and preserve the confidentiality of certain nonpublic, confidential and proprietary information of the parties that may be disclosed or made available to the parties and their Representatives (as defined below) in connection with such discussions. Accordingly, Hildred Capital and Company are prepared to furnish Revance with certain confidential, proprietary, or non-public information concerning the Company, its subsidiaries and their respective businesses and Revance is prepared to furnish Hildred Capital and the Company with confidential, proprietary, or non-public information concerning
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 12th, 2024 • Crown Laboratories, Inc. • Pharmaceutical preparations
This AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of December 11, 2024 (this “Amendment”), by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.”
