VOLCANO CORPORATION Underwriting AgreementUnderwriting Agreement • September 15th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC and each of the other underwriters, if any, named on Schedule 1 hereto (each an “Underwriter” and collectively, the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”), $100,000,000 principal amount of its 2.875% Convertible Senior Notes due 2015 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $15,000,000 principal amount of its 2.875% Convertible Senior Notes due 2015 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 2.875% Convertible Senior Notes due 2015 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and, if and to the extent issued, the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying S
EXECUTION VERSIONBase Call Option Transaction • September 15th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Volcano Corporation (“Counterparty”) 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.
