DIGITAL RIVER, INC.Registration Rights Agreement • July 13th, 2004 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • New York
Digital River, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Harris Nesbitt Corp. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 26, 2004 (the “Purchase Agreement”), $175,000,000 aggregate principal amount (plus up to an additional $20,000,000 principal amount) of its 1.25% Convertible Senior Notes due January 1, 2024 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated May 26, 2004. The Initial Securities will be issued pursuant to an Indenture, dated as of June 1, 2004 (the “Indenture”), among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Com
