Insert Dealer’s Name and Address]Homeaway Inc • March 28th, 2014 • Services-computer processing & data preparation
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 HomeAway, 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.
HOMEAWAY, INC.Homeaway Inc • March 28th, 2014 • Services-computer processing & data preparation • New York
HomeAway, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”) $350,000,000 aggregate principal amount of its 0.125% Convertible Senior Notes due 2019 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $52,500,000 aggregate principal amount of its 0.125% Convertible Senior Notes due 2019 (the “Option Securities”), solely to cover over-allotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (t
