•] Shares Revance Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNITY AGREEMENT [For Officers and Directors Not Affiliated with Funds]Indemnity Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between REVANCE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
ContractWarrant Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXECUTIVE EMPLOYMENT AGREEMENT for Lauren SilvernailExecutive Employment Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Lauren Silvernail (“Executive”) (collectively, the “Parties”), is effective as of December 31, 2013.
ContractRevance Therapeutics, Inc. • January 27th, 2014 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
REVANCE THERAPEUTICS, INC. WARRANT TO PURCHASE CAPITAL STOCKRevance Therapeutics, Inc. • January 27th, 2014 • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, ESSEX CAPITAL CORPORATION, with its principal office at 1486 East Valley Road, 2nd Floor, Santa Barbara, California 93108, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Revance Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal office at 7555 Gateway Boulevard, Newark, California 94560, the Exercise Shares (defined below). This Warrant is being issued in connection with [that certain Secured Promissory Note issued as of the date hereof in the principal amount of $ (the “Principal Amount”), which note is being issued][Holder’s prior commitment to lend Company the principal amount of $ (the “Principal Amount”)] pursuant to that certain Loan and Lease Agreement dated as of , 2013 (the “Effective Date”) and as amended from time to time by and between Company and Holder (the “Agreement”).
REVANCE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • California
REVANCE THERAPEUTICS, INC. WARRANT TO PURCHASE SERIES D PREFERRED STOCKRevance Therapeutics, Inc. • January 27th, 2014 • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, ESSEX CAPITAL CORPORATION, with its principal office at 1486 East Valley Road, 2nd Floor, Santa Barbara, California 93108, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Revance Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal office at 7555 Gateway Boulevard, Newark, California 94560, the Exercise Shares (defined below).
REVANCE THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKRevance Therapeutics, Inc. • January 27th, 2014 • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, [ ], with its principal office at [ ], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Revance Therapeutics, Inc., a Delaware corporation (the “Company”), with its principal office at 7555 Gateway Boulevard, Newark, California 94560, the Exercise Shares (defined below). This Warrant is being issued in connection with certain convertible promissory notes (“Notes”) issued pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Agreement”) dated as of January 24, 2011 and as amended from time to time, to the persons and entities listed on the Schedule of Purchasers thereof.
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 27th, 2014 • Revance Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”) is entered into this 17th day of December, 2013, by and between REVANCE THERAPEUTICS, INC., a Delaware corporation (“Borrower”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (“Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
