SAREPTA THERAPEUTICS, INC., as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 16, 2022 1.250% Convertible Senior Notes due 2027Indenture • September 19th, 2022 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of September 16, 2022 between SAREPTA THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
To: Sarepta Therapeutics, Inc. 215 First Street, Suite 415 Cambridge, MA 02142 Attention: General Counsel Telephone No.: (617) 274-4000 From: Mizuho Markets Americas LLC Re: Additional Call Option Transaction Date: September 14, 2022Sarepta Therapeutics, Inc. • September 19th, 2022 • 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 Mizuho Markets Americas LLC (“Dealer”) (with Mizuho Securities USA LLC acting as agent (in such capacity, the “Agent”)) 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. Dealer is acting as principal hereunder and Agent, its affiliate, is acting as agent for Dealer and Counterparty hereunder. This Confirmation is a confirmation for purposes
SAREPTA THERAPEUTICS, INC.Agreement • September 19th, 2022 • 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”), $980,000,000 aggregate principal amount of its 1.25% Convertible Senior Notes due 2027 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $150,000,000 aggregate principal amount of its 1.25% 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”), or
PURCHASE AGREEMENTPurchase Agreement • September 19th, 2022 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
Michael A. Chamber Living Trust (the “Purchaser”), is entering into this Purchase Agreement (the “Agreement”) with Sarepta Therapeutics, Inc. (the “Company”) on September 13, 2022, whereby the Purchaser will purchase (the “Purchase”) the Company’s 1.25% Convertible Senior Notes due 2027 (the “Notes”) having the terms set forth in the Notes that will be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), except as set forth herein.
