REVANCE THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 14, 2020 1.75% Convertible Senior Notes due 2027Indenture • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of February 14, 2020 between REVANCE THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
To: Revance Therapeutics, Inc. 7555 Gateway Blvd. Newark, California 94560 Attention: [_____] Telephone No.: (510) 742-3400 Email: [_____] From: [Dealer Name] Re: [Base]1[Additional]2 Call Option Transaction Date: February [_], 2020Letter Agreement • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations
this Confirmation in good faith to preserve the intent of the parties]9[Indenture as executed]10. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section 10.01(h) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject, in the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing. If Dealer, the Calculation Agent or the Determining Party is required to make any calculation, adjustment or determination hereunder by reference to the Convertible Notes or the
Revance Therapeutics, Inc.Purchase Agreement • February 14th, 2020 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
Revance Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”), an aggregate of $250,000,000 principal amount of the Company’s 1.75% Convertible Senior Notes due 2027 (“the Firm Securities”). The Firm Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 14, 2020, by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”). In addition, the Company has granted to the Purchasers an option to purchase up to an additional $37,500,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2027 on the terms and conditions and for the purposes set forth herein (the “Option Securities” and, together with the Firm Securities, the “Securities”), sole
