CHEGG, INC. EXCHANGE AGREEMENT August 26, 2022Exchange Agreement • August 29th, 2022 • Chegg, Inc • Services-educational services
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Chegg, Inc., a Delaware corporation (the “Company”), as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for an amount in cash equal to the Exchange Consideration (as defined below). The “Exchange Consideration” shall be calculated as follows: For each $1,000 principal amount of such Holder’s Exchanged Notes as set forth on Exhibit A, an amount of cash equal to (a) $[●] plus (b) the product of (i) VWAP Price (as defined below) minus $[●] and (ii) 9.2978 and (iii) [●]%.
