To: Integra LifeSciences Holdings Corporation Plainsboro, NJ 08536 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264 Re: Base WarrantsWarrant Agreement • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to The Royal Bank of Scotland plc (“Dealer”), acting through RBS Securities Inc., as its agent, 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. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Wells Fargo Bank, National Association 375 Park Avenue, NY 4073 New York, NY 10152 Telephone: 212-214-6101 Facsimile: 212-214-5913 June 14, 2011Additional Call Option Transaction • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments
To: Integra LifeSciences Holdings Corporation 311 Enterprise Drive Plainsboro, NJ 08536 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264
INTEGRA LIFESCIENCES HOLDINGS CORPORATION Purchase AgreementPurchase Agreement • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments • New York
Integra LifeSciences Holdings Corporation, 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”), $200,000,000 principal amount of its 1.625% Convertible Senior Notes due 2016 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $30,000,000 principal amount of its 1.625% Convertible Senior Notes due 2016 (the “Option Securities”) solely to cover over-allotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 1.625% Convertible Senior Notes due 2016 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 or a combination of cash and shares (the “Underlying Securities”) of c
Wells Fargo Bank, National Association 375 Park Avenue, NY 4073 New York, NY 10152 Telephone: 212-214-6101 Facsimile: 212-214-5913 June 9, 2011Base Call Option Transaction • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments
To: Integra LifeSciences Holdings Corporation 311 Enterprise Drive Plainsboro, NJ 08536 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264
The Royal Bank of Scotland plc c/o RBS Securities Inc. 600 Washington Blvd. Stamford, CT 06901Additional Call Option Transaction • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments
To: Integra LifeSciences Holdings Corporation 311 Enterprise Drive Plainsboro, NJ 08536 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264
