JPMorgan Chase Bank, National Association New York BranchCall Option Transaction • August 13th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC New York, NY 10010Base Call Option Transaction • August 13th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) and Ironwood Pharmaceuticals, 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. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
IRONWOOD PHARMACEUTICALS, INC.Purchase Agreement • August 13th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”), $175,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes due 2024 (the “Underwritten 2024 Convertible Notes”) and $175,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2026 (the “Underwritten 2026 Convertible Notes” and, together with the Underwritten 2024 Convertible Notes, the “Underwritten Securities”) and, at the option of the Initial Purchaser, up to an additional $25,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes due 2024 (the “Option 2024 Convertible Notes”) and up to an additional $25,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2026 (the “Option 2026 Convertible Notes” and, together with the Option 2024 Convertible Notes, the “Option Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the option to
