DICK’S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of July 8, 2022Exchange Agreement • July 11th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
[__________] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes due 2025 (the “Outstanding Notes”) issued by DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company”), a “Holder”), enters into this Exchange Agreement (this “Agreement”) with the Company as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for a combination of shares of the Company’s common stock, par value $0.01 (“Common Stock”), and cash, plus cash in respect of accrued and unpaid interest on such Holder’s Exchanged Notes, in each case determined as set forth herein.
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc....Call Option Partial Unwind Agreement • July 11th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS CALL OPTION PARTIAL UNWIND AGREEMENT (this “Agreement”) is made as of July 8, 2022, between DICK’S Sporting Goods, Inc. (the “Company”) and [__________] (“Dealer”)[, acting through its agent [__________] (the “Agent”).]
WARRANTS PARTIAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and [Dealer]Warrant Partial Unwind Agreement • July 11th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS WARRANTS PARTIAL UNWIND AGREEMENT (this “Agreement”) is made as of July 8, 2022 between DICK’S Sporting Goods, Inc. (the “Company”) and [__________] (“Dealer”)[, acting through its agent [__________] (the “Agent”)].
CALL OPTION TOTAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc....Call Option Total Unwind Agreement • July 11th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS CALL OPTION TOTAL UNWIND AGREEMENT (this “Agreement”) is made as of July 8, 2022, between DICK’S Sporting Goods, Inc. (the “Company”) and [__________] (“Dealer”) acting through its agent [__________] (the “Agent”).
WARRANTS TOTAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and [Dealer]Warrants Total Unwind Agreement • July 11th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS WARRANTS TOTAL UNWIND AGREEMENT (this “Agreement”) is made as of July 8, 2022 between DICK’S Sporting Goods, Inc. (the “Company”) and [__________] (“Dealer”) acting through its agent [__________] (the “Agent”).
