SAREPTA THERAPEUTICS, INC., as Issuer AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 14, 2017 1.50% Convertible Senior Notes due 2024Indenture • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of November 14, 2017 between SAREPTA THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandCall Option Transaction • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
November 8, 2017Base Call Option Transaction • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Sarepta Therapeutics, Inc. 215 First Street, Suite 415 Cambridge, MA 02142 Attention: General Counsel Telephone No.: (617) 274-4000 A/C: 052201829 From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: November 9, 2017Additional Call Option Transaction • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SAREPTA THERAPEUTICS, INC.Purchase Agreement • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
Sarepta Therapeutics, Inc. , a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $475,000,000 aggregate principal amount of its 1.500% Convertible Senior Notes due 2024 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $95,000,000 aggregate principal amount of its 1.500% Convertible Senior Notes due 2024 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 7, 2017, by and among SAREPTA THERAPEUTICS, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust in its capacity as administrative agent (in such capacity, “Agent”) for the lenders under the Credit Agreement (as defined below) (“Lenders”), and the Lenders.
