Form of Exchange AgreementExchange Agreement • November 17th, 2017 • Array Biopharma Inc • Pharmaceutical preparations • New York
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A.1 hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging notes, an “Exchanging Investor”) hereby agrees to exchange, with Array BioPharma Inc. (the “Company”) 3.00% Convertible Senior Notes due 2020, CUSIP 04269X AA3 (the “Old Notes”) it beneficially owns for 2.625% Convertible Senior Notes due 2024 (the “2024 Notes”) and shares of the Company’s Common Stock, par value $0.001 per share (the “Exchange Shares”) in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement. No cash will be paid to any Exchanging Investor in respect of any accrued and unpaid interest on the Old Notes; provided that, with respect to all Old Notes exchanged pursuant to this Exchange Agreement, the Company shall make its regularly scheduled interest payment on December 1, 2017 p
