May 6, 2024Base Call Option Transaction • May 9th, 2024 • Meritage Homes CORP • Operative builders
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated May 6, 2024 (the “Offering Memorandum”) relating to the [__]% Convertible Senior Notes due 2028 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 500,000,000 (as increased by up to an aggregate principal amount of USD 75,000,000 if and to the extent that the Initial Purchasers (as defined below) exercise their option to purchase additional Convertible Notes pursuant to
Dealer Name and Address]Base Call Option Transaction • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“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.
JPMorgan Chase Bank, National Association New York BranchBase Call Option Transaction • March 16th, 2021 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies
To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: JPMorgan Chase Bank, National Association, New York Branch Re: Base Call Option Transaction Date: March 11, 2021
From: Citibank, N.A.Base Call Option Transaction • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )
Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Gary Rosenblum, Managing Director, Associate General Counsel Tel: 646-855-3684 Fax: 704-208-2869Base Call Option Transaction • August 12th, 2016 • SM Energy Co • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and SM Energy Company (“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.
JPMorgan Chase Bank, National Association New York Branch New York, NY 10179 To: Zillow Group, Inc. September 4, 2019 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and Zillow Group, 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 Address]Base Call Option Transaction • July 20th, 2011 • Electronic Arts Inc. • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Electronic Arts 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 and serve as the final documentation for the Transaction.
Dealer’s name] [Dealer’s address]Base Call Option Transaction • July 8th, 2024 • Repay Holdings Corp • Services-business services, nec
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated July 2, 2024 (the “Offering Memorandum”) relating to the 2.875% Convertible Senior Notes due 2029 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 260,000,000 (as increased by up to an aggregate principal amount of USD 27,500,000 if and to the extent that the Initial Purchasers (as defined below) exercise their option to purchase additional Convertible Notes pursuant t
Citibank, N.A. Corporate Equity Derivatives New York, NY 10013 May 17, 2017 To: Atlas Air Worldwide Holdings, Inc. Purchase, New York 10577 Attention: Spencer Schwartz, Executive Vice President and Chief Financial Officer Telephone: (914) 701-8763...Base Call Option Transaction • May 23rd, 2017 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • 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 Citibank, N.A. (“Dealer”) and Atlas Air Worldwide Holdings, 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 and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandBase Call Option Transaction • September 12th, 2016 • INPHI Corp • Semiconductors & related devices • 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 JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Inphi Corporation (“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 and serve as the final documentation for the Transaction.
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza New York, NY 10019Base Call Option Transaction • March 16th, 2021 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies
To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: Nomura Global Financial Products Inc. Re: Base Call Option Transaction Date: March 11, 2021
JPMorgan Chase Bank, National Association London Branch P.O. Box 161 60 Victoria Embankment London EC4Y 0JP EnglandBase Call Option Transaction • August 13th, 2012 • Hornbeck Offshore Services Inc /La • Water transportation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”), and Hornbeck Offshore Services, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
November 10, 2015Base Call Option Transaction • November 12th, 2015 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • 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 JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Aceto Corporation (“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 and serve as the final documentation for the Transaction.
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP EnglandBase Call Option Transaction • January 29th, 2013 • Auxilium Pharmaceuticals Inc • Pharmaceutical preparations • New York
To: Auxilium Pharmaceuticals, Inc. 640 Lee Road Chesterbrook, PA 19087 Attention: Jim Fickenscher, Chief Financial Officer Telephone No.: (484) 321 – 5902 Facsimile No.: (484) 321 – 5996 Email: jfickenscher@auxilium.com
June 30, 2016Base Call Option Transaction • July 6th, 2016 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • 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 Royal Bank of Canada (“Dealer”) and Intercept 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 and serve as the final documentation for the Transaction.
From: Citigroup Global Markets Inc. New York, NY 10013Base Call Option Transaction • January 11th, 2017 • Nabors Industries LTD • Drilling oil & gas wells • New York
To: Nabors Industries, Inc. 515 W. Greens Road Suite 1200, Houston, TX 776067 Attention: General Counsel Telephone No.: (281) 874-0035 Email: general.counsel@nabors.com
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandBase Call Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • 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 JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Pandora Media, 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 and serve as the final documentation for the Transaction.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Base Call Option Transaction • August 9th, 2023 • Fisker Inc./De • Motor vehicles & passenger car bodies
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 Fisker 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.
Wells Fargo Bank, National Association 375 Park Avenue, NY 4073 New York, NY 10152 Telephone: 212-214-6101 Facsimile: 212-214-5913 June 9, 2011Base Call Option Transaction • June 15th, 2011 • Integra Lifesciences Holdings Corp • Laboratory analytical instruments
To: Integra LifeSciences Holdings Corporation 311 Enterprise Drive Plainsboro, NJ 08536 Attention: Treasurer Telephone No.: (609) 275-0500 Facsimile No.: (609) 750-4264
January 30, 2019Base Call Option Transaction • April 2nd, 2019 • NIO Inc. • Motor vehicles & passenger car bodies • 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 Morgan Stanley & Co. LLC (“Dealer”) and NIO 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.
To: Navistar International Corporation Warrenville, Illinois 60555 Attention: Treasurer Telephone No.: 630-753-5000 Facsimile No.: 630-753-2305Base Call Option Transaction • October 28th, 2009 • Navistar International Corp • Motor vehicles & passenger car bodies • 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 Credit Suisse International (“Dealer”), represented by Credit Suisse, New York branch (“Agent”) as its agent, and Navistar International Corporation (“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 and serve as the final documentation for this Transaction.
Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Robert Stewart, Assistant General Counsel Telephone: 646-855-0711 Facsimile: 646-822-5618 October 31, 2017Base Call Option Transaction • November 6th, 2017 • Chart Industries Inc • Fabricated plate work (boiler shops) • 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 Bank of America, N.A. (“Dealer”) and Chart Industries, 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 and serve as the final documentation for the Transaction.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: Citibank, N.A. Re: Base Call Option Transaction Date: September 11, 2017Base Call Option Transaction • September 15th, 2017 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair 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 and serve as the final documentation for the Transaction.
Morgan Stanley & Co. LLC New York, NY 10036Base Call Option Transaction • January 29th, 2016 • Novavax Inc • Biological products, (no disgnostic substances) • 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 Morgan Stanley & Co. LLC (“Dealer”) and Novavax, 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 and serve as the final documentation for the Transaction.
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. Inc. New York, NY 10036Base Call Option Transaction • November 6th, 2017 • Chart Industries Inc • Fabricated plate work (boiler shops) • 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 Morgan Stanley & Co. International plc (“Dealer”) and Chart Industries, 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 and serve as the final documentation for the Transaction.
October 7, 2009Base Call Option Transaction • October 13th, 2009 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • 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 JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Avis Budget Group, 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 and serve as the final documentation for this Transaction.
October 7, 2009Base Call Option Transaction • October 13th, 2009 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • 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 Wachovia Bank, National Association (“Dealer”), represented by Wells Fargo Securities, LLC (“Agent”) as its agent and Avis Budget Group, 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 and serve as the final documentation for this Transaction.
WELLS FARGO SECURITIES, LLC (“Agent”)Base Call Option Transaction • August 28th, 2012 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • 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 Wells Fargo Bank, National Association (“Dealer”), through its agent Wells Fargo Securities, LLC (the “Agent”) and Wright Medical Group, 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 and serve as the final documentation for the Transaction.
DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Citibank, N.A. New York, NY 10013 SUBJECT: Base Call Option TransactionBase Call Option Transaction • August 26th, 2013 • Spansion Inc. • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Citibank, N.A. (“Dealer”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) 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 and serve as the final documentation for the Transaction. Dealer is not a member of the Securities Investor Protection Corporation.
Morgan Stanley & Co. LLC New York, NY 10036Base Call Option Transaction • December 9th, 2015 • Pandora Media, Inc. • Radio broadcasting stations • 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 Morgan Stanley & Co. LLC (“Dealer”) and Pandora Media, 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 and serve as the final documentation for the Transaction.
August 30, 2010Base Call Option Transaction • November 8th, 2010 • Gilead Sciences Inc • Biological products, (no disgnostic substances)
June 12, 2014Base Call Option Transaction • June 17th, 2014 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • 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 JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and ARIAD 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 and serve as the final documentation for the Transaction.
DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Jefferies LLC SUBJECT: Base Call Option TransactionBase Call Option Transaction • August 26th, 2013 • Spansion Inc. • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Jefferies LLC (“Dealer”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) 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 and serve as the final documentation for the Transaction.
September 4, 2019Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, 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.
JPMorgan Chase Bank, National Association London BranchBase Call Option Transaction • February 13th, 2015 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
