0% Convertible Senior Notes due 2026Indenture • August 24th, 2020 • Chegg, Inc • Services-educational services • New York
INDENTURE, dated as of August 21, 2020, between CHEGG, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Dealer name and address]Call Option Transaction • August 24th, 2020 • Chegg, Inc • Services-educational services
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 Chegg, 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.
Dealer name and address]Base Call Option Transaction • August 24th, 2020 • Chegg, Inc • Services-educational services
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 Chegg, 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.
EXCHANGE AGREEMENT August 18, 2020Exchange Agreement • August 24th, 2020 • 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 shares of the Company’s common stock, par value $0.001 (“Exchange Shares”), and/or cash (“Exchange Cash” and, together with Exchange Shares, the “Exchange Consideration”), as set forth on Exhibit A hereto.
PARTIAL UNWIND AGREEMENTPartial Unwind Agreement • August 24th, 2020 • Chegg, Inc • Services-educational services • New York
This PARTIAL UNWIND AGREEMENT (this “Agreement”) is made, by and between [__________] (“Dealer”) and CHEGG, INC. (“Counterparty”), as of the date hereof.
