STEM, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 22, 2021 0.50% Convertible Senior Notes due 2028Indenture • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of November 22, 2021, between Stem, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
From: [Dealer] Attention: [__________] Telephone No.: [__________] Email: [__________] To: Stem, Inc. San Francisco, CA 94111 Attention: Bill Bush (Chief Financial Officer)Call Option Transaction • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Stem, Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.
Stem, Inc. $400,000,000 0.5% Convertible Notes Due 2028 Purchase AgreementPurchase Agreement • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Stem, Inc., a Delaware corporation (the “Company”), proposes to sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 principal amount of the Company’s 0.5% Convertible Notes due 2028 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to $60,000,000 additional principal amount of such Notes for the sole purpose of covering sales of Notes in excess of the principal amount of Firm Securities (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). The Securities are convertible into cash up to the aggregate principal amount of such Securities and cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), or a combination of cash and Underlying Securities, at the Company’s ele
