GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000InvenSense Inc • November 13th, 2013 • Semiconductors & related devices • New York
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings set forth in the Indenture to be dated November 13, 2013 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to the 1.75% Convertible Senior Notes due 2018 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal
InvenSense, Inc.Purchase Agreement • November 13th, 2013 • InvenSense Inc • Semiconductors & related devices • New York
InvenSense, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the purchaser named in Schedule I hereto (the “Purchaser”), an aggregate of $150,000,000 principal amount of its 1.75% Convertible Senior Notes due 2018 (the “Firm Securities”), convertible into cash, and at the election of the Company, shares (“Underlying Shares”) of common stock of the Company, par value $0.001 per share (“Stock”), and at the election of the Purchaser, up to an aggregate of $25,000,000 additional principal amount of 1.75% Convertible Senior Notes due 2018 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”.
