ZILLOW GROUP, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of September 9, 2019 0.75% Convertible Senior Notes due 2024Indenture • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of September 9, 2019 between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Zillow Group, Inc. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
JPMorgan Chase Bank, National Association New York Branch New York, NY 10179 To: Zillow Group, Inc. September 4, 2019 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
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, New York Branch (“Dealer”) and Zillow Group, Inc. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
September 4, 2019Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, Inc. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
September 4, 2019Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, Inc. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
