OVERSTOCK.COM, INC. PURCHASE AGREEMENTPurchase Agreement • March 16th, 2005 • Overstock Com Inc • Services-business services, nec • New York
Overstock.com, Inc., a Delaware corporation (the "Company"), proposes, upon the terms and conditions set forth herein, to issue and sell to Lehman Brothers Inc. and the other initial purchasers identified in Schedule 1 hereto (together, the "Initial Purchasers"), for whom Lehman Brothers Inc. is acting as representative (the "Representative"), $100,000,000 in aggregate principal amount of its 3.75% Convertible Senior Notes due 2011 (the "Firm Notes"). In addition, the Company proposes to grant to the Initial Purchasers an option (the "Option") to purchase up to an additional $20,000,000 in aggregate principal amount of Convertible Senior Notes due 2011 (the "Optional Notes" and, together with the Firm Notes, the "Notes"). The Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined below) and (ii) be issued pursuant to an indenture (the "Indenture") to be entered into between the Company and Wells Fargo Bank, National Association, as trustee
