VOLCANO CORPORATIONUnderwriting Agreement • December 5th, 2012 • 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 Goldman, Sachs & Co. 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 and Goldman, Sachs & Co. are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 1.75% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $60,000,000 principal amount of its 1.75% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 1.75% Convertible Senior Notes due 2017 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
December 4, 2012Base Call Option Transaction • December 5th, 2012 • Volcano Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated September 13, 2010, as supplemented by the Prospectus Supplement dated December 4, 2012 (as so supplemented, the “Prospectus”) relating to the 1.75% Convertible Senior Notes due 2017 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 400,000,000 million (as increased by up to an aggregate principal amount of USD 60,000,000 million if and to the extent that the Underwriters (as defined herein) exercise their option to
