RETROPHIN, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of September 10, 2018 Debt SecuritiesIndenture • September 10th, 2018 • Retrophin, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of September 10, 2018, among RETROPHIN, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”):
Retrophin, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • Retrophin, Inc. • Pharmaceutical preparations • New York
Retrophin, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) for whom Jefferies LLC (“Jefferies”) and Barclays Capital Inc. (“Barclays”) are acting as representatives (the “Representatives”) an aggregate principal amount, as set forth on a term sheet substantially in the form of Schedule C hereto (the “Pricing Term Sheet”), of its 2.50% Convertible Senior Notes due 2025 (the “Firm Securities”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional principal amount as set forth the Pricing Term Sheet, of its 2.50% Convertible Senior Notes due 2025 (the “Option Securities”). The Firm Securities and the Option Securities are hereinafter referred to collectively as the “Securities”. The Securities will be convertible into cash, shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), or a combinati
RETROPHIN, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 10, 2018 2.50% Convertible Senior Notes due 2025Indenture • September 10th, 2018 • Retrophin, Inc. • Pharmaceutical preparations • New York
THIS SUPPLEMENTAL INDENTURE, dated as of September 10, 2018 (the “Supplemental Indenture”), to the Indenture, dated as of September 10, 2018 (the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between Retrophin, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
