INSULET CORPORATION Underwriting AgreementUnderwriting Agreement • June 28th, 2011 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Insulet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125,000,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $18,750,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.75% Convertible Senior Notes due 2016 granted to the Underwriters 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 $0.001 per share (the “Common Stock”) or a combination thereof at the Company’s election
INSULET CORPORATION 1,153,420 Shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 28th, 2011 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Insulet Corporation, a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,153,420 shares of common stock, par value $0.001 per share, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
