Crown Laboratories, Inc. Sample Contracts
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
Standard Contracts
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.
Hildred Perennial Partners I, LP Hildred Capital Co-Invest-REBA, LP Hildred Equity Partners III, LP Hildred Equity Partners III-A Hildred Equity Partners III-B January 17, 2025Second Amended and Restated Equity Financing Commitment • January 21st, 2025 • Crown Laboratories, Inc. • Pharmaceutical preparations
This letter agreement sets forth the amended commitment of Hildred Perennial Partners I, LP, Hildred Capital Co-Invest-REBA, LP, Hildred Equity Partners III, LP, Hildred Equity Partners III-A, LP and Hildred Equity Partners III-B, 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”), and amends and restates in its entirety the letter agreement, dated as of December 7, 2024, previously entered into by the parties thereto. It is contemplated that pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024 by and 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”) (as amended from time to time,
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
SECOND AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • January 21st, 2025 • Crown Laboratories, Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated Limited Guarantee, dated as of January 17, 2025 (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 and Hildred Equity Partners III-B, 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”), and amends and restates in its entirety the limited guarantee, dated as of December 7, 2024, previously entered into by the parties thereto. Reference is hereby made to the Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024, 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 (the “Merger Agreement” as amended from time to time, and as amended by that certain
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.”
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 21st, 2025 • Crown Laboratories, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of January 17, 2025 (this “Amendment No. 2”), 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.”