0001104659-21-103200 Sample Contracts

Exchange of 2.00% Convertible Senior Notes due 2026 for Newly Issued 3.50% Convertible Senior Secured Notes due 2026
Exchange Agreement • August 11th, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

FIRST SUPPLEMENTAL INDENTURE dated as of August 17, 2021 (this “Supplemental Indenture”) between INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “Collateral Agent”, as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of August 17, 2021 between the Issuer and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

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3.50% Convertible Senior Secured Notes due 2026
Subscription Agreement • August 11th, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

FIRST SUPPLEMENTAL INDENTURE dated as of August 17, 2021 (this “Supplemental Indenture”) between INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “Collateral Agent”, as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of August 17, 2021 between the Issuer and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

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