DROPBOX, INC. AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 26, 2021 0% Convertible Senior Notes due 2026Indenture • February 26th, 2021 • Dropbox, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of February 26, 2021, between DROPBOX, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Dropbox, Inc. 0% Convertible Senior Notes due 2026 0% Convertible Senior Notes due 2028 Purchase AgreementPurchase Agreement • February 26th, 2021 • Dropbox, Inc. • Services-prepackaged software • New York
Dropbox, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $653,000,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Notes”) and $653,000,000 principal amount of its 0% Convertible Senior Notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Firm Securities”) and, at the option of the Initial Purchasers, up to an additional $65,300,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Option Notes”) and $65,300,000 principal amount of its 0% Convertible Senior Notes due 2028 (the “2028 Option Notes” and, together with the 2026 Option Notes, the “Option Securities”). The Firm Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash or a combination of cash and shares of Clas
Dealer Name] [Dealer Address]Call Option Transaction • February 26th, 2021 • Dropbox, Inc. • Services-prepackaged software • 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 [___] (“Dealer”) and Dropbox, 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.
