INSULET CORPORATION Underwriting AgreementRights Agreement • June 6th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Insulet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $175,000,000 principal amount of its 2.00% Convertible Senior Notes due 2019 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $26,250,000 principal amount of its 2.00% Convertible Senior Notes due 2019 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 2.00% Convertible Senior Notes due 2019 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof at the Company’s election
