SALIX PHARMACEUTICALS, LTD. (A Delaware corporation) [—]% Convertible Senior Notes Due 2015 UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2010 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
The undersigned, a stockholder and an officer and/or director of Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Jefferies & Company, Inc. propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of $[—] aggregate principal amount of the Company’s [—]% Convertible Senior Notes due 2015 (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 75 days from the date of the Underwriting Agreement (the “Lock-up Period”), the
SALIX PHARMACEUTICALS, LTD. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May [—], 2010 [ ]% Convertible Senior Notes due 2015Indenture • May 27th, 2010 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
INDENTURE dated as of May [—], 2010 between Salix Pharmaceuticals, Ltd., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
