EX-10.1



 Exhibit 10.1 

HOMEAWAY, INC. 
 0.125%
Convertible Senior Notes due April 1, 2019 
 Purchase Agreement 

March 25, 2014 
 J.P.
Morgan Securities LLC 
 Deutsche Bank Securities Inc. 

As Representatives of the 

several Initial Purchasers listed 

in Schedule 1 hereto 
 c/o J.P. Morgan Securities
LLC 
 383 Madison Avenue 
 New York, New York 10179 

Ladies and Gentlemen: 
 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 (the “Common Stock”) or a combination of cash and Underlying Securities, at the Company’s election. The Securities will be issued pursuant
to an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “Trustee”). 

In connection with the offering of the Underwritten Securities, the Company and one or more financial institutions (the “Call Spread
Counterparties”) are entering into convertible note hedge transactions and warrant transactions pursuant to convertible note hedge confirmations (the “Base Bond Hedge Confirmations”) and warrant confirmations (the “Base Warrant
Confirmations”), each dated the date hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and in connection with the issuance of any Option Securities, the
Company and the Call Spread Counterparties may enter into additional convertible note hedge transactions and warrant transactions pursuant to additional convertible note hedge confirmations (the “Additional Bond Hedge Confirmations”) and
warrant 







 
confirmations (the “Additional Warrant Confirmations”), each to be dated the date of the exercise by the Initial Purchasers of their option to purchase such Option Securities pursuant
to Section 2(a) hereof (the Additional Bond Hedge Confirmations and the Additional Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and together with the Base Call Spread Confirmations, the “Call
Spread Confirmations”). 
 The Company hereby confirms its agreement with the several Initial Purchasers concerning the purchase and
sale of the Securities, as follows: 
 1. The Securities will be sold to the Initial Purchasers without being registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated March 24, 2014 (the “Preliminary Offering Memorandum”) and will
prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering
Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (this “Agreement”). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum,
the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. References herein to the
Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein and any reference to “amend,” “amendment” or
“supplement” with respect to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date and incorporated by reference therein. 

At or prior to 4:00 P.M. New York City time on March 25, 2014 (the “Time of Sale”), the Company had prepared the following
information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex A hereto. 

2. Purchase and Resale of the Securities by the Initial Purchasers. 

(a) The Company agrees to issue and sell the Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of
Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 97.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 25, 2014 to
the Closing Date (as defined below). 
 In addition, the Company agrees to issue and sell the Option Securities to the several Initial
Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and
not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery, solely to cover over-allotments. 

  
 2 








 If any Option Securities are to be purchased, the amount of Option Securities to be purchased by
each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in
Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to
eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. 
 The Initial
Purchasers may exercise the option to purchase the Option Securities solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the
Representatives to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same
date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in
accordance with the provisions of Section 10 hereof). Except as agreed in writing, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. 

(b) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale
Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 
 (i) it is a
qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); 

(ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by
means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and 

(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as
part of their internal offering except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has
taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A. 

  
 3 








 (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the
opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial
Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above, and each Initial Purchaser hereby consents to such reliance. 

(d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial
Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. 

(e) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the
Representatives in the case of the Underwritten Securities at the offices of DLA Piper LLP (US) at 401 Congress Avenue, Suite 2500, Austin, Texas 78701 at 10:00 A.M. New York City time on March 31, 2014, or at such other time or place on the
same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the
Representatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and the time
and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” 

Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against
delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities to be purchased on such date of one or more global notes representing the Securities
(collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of J.P.
Morgan Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. 

(f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual
counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any
other person. Additionally, neither of the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult
with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither of the Representatives nor any Initial Purchaser shall have any
responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely
for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of the Company or any other person. 

  
 4 








 3. Representations and Warranties of the Company. The Company represents and warrants to
each Initial Purchaser that: 
 (a) Preliminary Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes
no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the
Representatives expressly for use in any Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

 (b) Time of Sale Information. The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date and as of the
Additional Closing Date, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in
writing by such Initial Purchaser through the Representatives expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described
as such in Section 7(b) hereof. No statement of material fact included in the Offering Memorandum has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to
be included in the Offering Memorandum has been omitted therefrom. 
 (c) Additional Written Communications. Other than the
Preliminary Offering Memorandum and the Offering Memorandum, the Company (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not made, used, prepared, authorized, approved or referred to and
will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such
communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering
Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each
electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication does not conflict with the information contained in the Time of Sale Information, and when taken
together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the 

  
 5 








 
statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any
statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives
expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. 

(d) Offering Memorandum. As of the date of the Offering Memorandum and as of the Closing Date and as of the Additional Closing Date, as
the case may be, the Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the
Company in writing by such Initial Purchaser through the Representatives expressly for use in the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information
described as such in Section 7(b) hereof. 
 (e) Incorporated Documents. The documents incorporated by reference in the Offering
Memorandum or the Time of Sale Information, when filed with the Securities and Exchange Commission (the “Commission”) conformed or will conform, as the case may be, in all material respects to the requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and such documents did not or will not, as the case may be, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

(f) Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries
included or incorporated by reference in the Time of Sale Information and the Offering Memorandum present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash
flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby; and the other
financial information included or incorporated by reference in the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information
shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Time of Sale Information and the Offering Memorandum have been prepared in accordance with the Commission’s
rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Time of Sale Information and the Offering Memorandum. 

  
 6 








 (g) No Material Adverse Change. Except as disclosed in the Time of Sale Information and
the Offering Memorandum, since the date of the latest audited financial statements included in the Time of Sale Information and the Offering Memorandum, there has been no material adverse change, or any development or event involving a prospective
material adverse change in the condition (financial or otherwise), business, properties, operations or results of operations of the Company and its subsidiaries, taken as a whole, and there has been no dividend or distribution of any kind declared,
paid or made by the Company with respect to its capital stock; and there has not been any change in the capital stock of the Company (other than any change in the number of outstanding shares of Common Stock due to the issuance of shares upon the
exercise of outstanding options or warrants). 
 (h) Organization and Good Standing. The Company and each of its subsidiaries have
been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership
or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except
where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial position or results
of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under the Transaction Documents (as defined below) (a “Material Adverse Effect”). The Company does not own or
control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule 2 to this Agreement. 

(i) Capitalization. The Company has an authorized capitalization as set forth in the Time of Sale Information and the Offering
Memorandum under the heading “Capitalization;” all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or
similar rights; except as described in or expressly contemplated by the Time of Sale Information and the Offering Memorandum, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or
instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the
issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description
thereof contained in the Time of Sale Information and the Offering Memorandum; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly
authorized and issued, are fully paid and non-assessable (except in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance,
security interest, restriction on voting or transfer or any other claim of any third party. 

  
 7 








 (j) Due Authorization. The Company has full right, power and authority to execute and
deliver this Agreement, the Indenture and the Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization,
execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken. 

(k) The Indenture. The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its
terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”). 

(l) Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the Company. 

(m) The Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered
as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms,
subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 
 (n) The Underlying Securities. The
Underlying Securities issuable upon conversion of the Securities (assuming that upon conversion the Company elects to settle its entire conversion obligation in Underlying Securities (other than cash in lieu of any fractional shares) and that the
maximum increase to the conversion rate under any “make-whole” adjustment applies (such aggregate number of shares of Common Stock, the “Maximum Number of Underlying Securities”) have been duly authorized and reserved for
issuance upon conversion of the Securities and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and nonassessable, and the issuance of the Underlying
Securities will not be subject to any preemptive or similar rights. 
 (o) Descriptions of the Transaction Documents and Call Spread
Confirmations. Each Transaction Document and Call Spread Confirmation conforms in all material respects to the description thereof contained in the Time of Sale Information and the Offering Memorandum. 

(p) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or
similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses
(ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect. 

  
 8 








 (q) No Conflicts. The execution, delivery and performance by the Company of each of the
Transaction Documents, the issuance and sale of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction Documents or the Time of Sale
Information and the Offering Memorandum will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar
organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in
the case of clauses (i) and (iii) above, for any such breach, default or violation that would not, individually or in the aggregate, have a Material Adverse Effect. 

(r) No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or
arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities (including the issuance of the Underlying
Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction Documents or the Time of Sale Information and the Offering Memorandum, except for such consents, approvals, authorizations, orders and
registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers or under the bylaws, rules and regulations of The NASDAQ Stock Market
LLC as regards the listing of the Maximum Number of Underlying Securities on The NASDAQ Global Select Market (the “Exchange”). 

(s) Legal Proceedings. Except as described in the Time of Sale Information and the Offering Memorandum, there are no actions, suits or
proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject that, individually or in the
aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such actions, suits, proceedings or investigations are, to the knowledge of the Company, threatened.

 (t) Independent Accountants. PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its
subsidiaries, are an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United
States) and as required by the Securities Act. 

  
 9 








 (u) Title to Real and Personal Property. Except as disclosed in the Time of Sale
Information and the Offering Memorandum, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets (in each case, other than intellectual and other intangible property) owned by them
which are material to the business of the Company, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (in each case, other than intellectual and other intangible property) that are
material to the respective businesses of the Company and its subsidiaries, in each case free and clear from all liens, encumbrances and defects except those that (i) do not materially interfere with the use made and proposed to be made of such
property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(v) Title to Intellectual Property. The Company and its subsidiaries own or possess, have the right to use, or can acquire on reasonable
terms, ownership of or rights to use all: material patents, patent rights, and inventions; material works of authorship (including software) and copyrights; material know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), and material trademarks, service marks and, trade names and trade dress (whether or not registered) currently employed by them in connection with the business now operated by them, or
that are necessary for the conduct of its businesses described in the Time of Sale Information and the Offering Memorandum; and, except as described in the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its
subsidiaries has, to its knowledge, received any notice of any claim of infringement or violation of or conflict with asserted rights of others with respect to any of the foregoing that, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could reasonably be expected to have a Material Adverse Effect. 
 (w) No Undisclosed Relationships. No
relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is
required by the Securities Act to be described in a registration statement to be filed with the Commission and that is not so described in the Time of Sale Information and the Offering Memorandum. 

(x) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Securities and the application
of the proceeds thereof and the transactions contemplated by the Call Spread Confirmations as described in the Time of Sale Information and the Offering Memorandum, will not be required to register as an “investment company” or an entity
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”). 

(y) Taxes. The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed
through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the 

  
 10 








 
aggregate, have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not, individually or in the aggregate,
have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company), and, to the Company’s knowledge, no tax deficiency has
been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to
the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect. 
 (z) Licenses and
Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Time of Sale Information and the Offering Memorandum, except where the failure to
possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its subsidiaries has received
written notice of any revocation or modification of any such license, certificate, permit or authorization. 
 (aa) No Labor Disputes.
Except, in each case, as would not have a Material Adverse Effect, no labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened and the Company
is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers. 

(bb) Compliance With Environmental Laws. Except as disclosed in the Time of Sale Information and Offering Memorandum, neither the
Company nor any of its subsidiaries (i) is, to the Company’s knowledge, in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use,
disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) owns or operates any
real property that to the Company’s knowledge is contaminated with any substance that is subject to any Environmental Laws, (iii) is, to the Company’s knowledge, liable for any off site disposal or contamination pursuant to any
Environmental Laws, or (iv) is, to the Company’s knowledge, subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim could reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect. 
 (cc) Compliance with ERISA. Each employee benefit plan, within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the
meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to, ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries, taken as a whole. 

  
 11 








 (dd) Disclosure Controls. The Company and its subsidiaries maintain a system of
“disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the
Company’s management as appropriate to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective and timely, in all material respects, in alerting the Company’s principal executive officer
and principal financial officer to information required to be included in the Company’s periodic reports under the Exchange Act. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and
procedures as required by Rule 13a-15 of the Exchange Act. 
 (ee) Accounting Controls. The Company and its subsidiaries maintain
systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective
principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over
financial reporting of which the Company is aware which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that
involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. 
 (ff)
eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Time of Sale Information and the Offering Memorandum fairly presents the information called
for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 
 (gg)
Insurance. The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and neither
the Company nor 

  
 12 








 
any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures, other than customary insurance premiums, are
required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage as may be
necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. 
 (hh) No Unlawful
Payments. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with and acting on
behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an
offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee , including of any government-owned or controlled entity or of a public international organization, or
any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices
Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United
Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff,
influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure
compliance with all applicable anti-bribery and anti-corruption laws. 
 (ii) Compliance with Anti-Money Laundering Laws. The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. 

(jj) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of
the Company, any employee, agent, affiliate or representative of the Company acting on behalf of the Company or any of its subsidiaries is currently the subject of any sanctions administered or enforced by the U.S. government, (including, without
limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions 

  
 13 








 
authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions,
including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as
underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person
that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country. 
 (kk) No Broker’s
Fees. Except as disclosed in the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would
give rise to a valid claim against the Company or any of its subsidiaries or any Initial Purchaser for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities. 

(ll) Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Time of Sale Information, as of the Time of Sale, and the Offering Memorandum, as of its date, contains
or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. 

(mm) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through
any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act. 
 (nn) No General Solicitation or Directed Selling Efforts. None of the
Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has solicited offers for, or offered or sold, the Securities by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. 

  
 14 








 (oo) Securities Law Exemptions. Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained in Section 2(b) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the
offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the
Indenture under the Trust Indenture Act. 
 (pp) No Stabilization. Except as disclosed in the Time of Sale Information and the
Offering Memorandum, the Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities or the Underlying Securities.

 (qq) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the
Company as described in the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. 

(rr) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act) contained in the Time of Sale Information and the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. 

(ss) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included or incorporated by reference in the Time of Sale Information and the Offering Memorandum is not based on or derived from sources that are reliable and accurate in all material respects. 

(tt) Sarbanes-Oxley Act. There is and has been no material failure on the part of the Company or any of the Company’s directors or
officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
related to loans and Sections 302 and 906 related to certifications. 
 (uu) No Ratings. There are no securities or preferred stock of
or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. 

4. Further Agreements of the Company. The Company covenants and agrees with each Initial Purchaser that: 

(a) Delivery of Copies. The Company will deliver to the Initial Purchasers as many copies of the Preliminary Offering Memorandum, any
other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representatives may reasonably request. 

  
 15 








 (b) Offering Memorandum, Amendments or Supplements. Before finalizing the Offering
Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to
the Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering
Memorandum, amendment or supplement or file any such document with the Commission to which the Representatives reasonably object except as required by law. 

(c) Additional Written Communications. Before making, preparing, using, authorizing, approving or referring to any Issuer Written
Communication, the Company will furnish to the Representatives and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to
which the Representatives reasonably object. 
 (d) Notice to the Representatives. The Company will advise the Representatives
promptly, and confirm such advice in writing, in the event that it becomes aware (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer
Written Communication or the Offering Memorandum or the Company’s receipt of notification of the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the
initial offering of the Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not
misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
and the Company will use its reasonable efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such
qualification of the Securities and, if any such order is issued, will use its reasonable efforts to obtain as soon as possible the withdrawal thereof. 

(e) Ongoing Compliance of the Offering Memorandum and Time of Sale Information. (1) If at any time prior to the earlier of one year
from the date hereof and completion of the initial distribution of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary
to amend or supplement the Offering Memorandum to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the


  
 16 








 
Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that
the statements in the Offering Memorandum as so amended or supplemented (or including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a
purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information
as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to
the Initial Purchasers such amendments or supplements to any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of
Sale Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading. 
 (f)
Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as the Representatives shall reasonably request and will continue such
qualifications in effect so long as required for the offering and resale of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject it to taxation in any such jurisdiction if it is
not otherwise so subject. 
 (g) Clear Market. For a period of 45 days after the date of the Offering Memorandum, the Company will not
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file
with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-8) relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or
publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any
such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the
Representatives, other than the Securities to be sold hereunder and any shares of Common Stock of the Company issued upon the exercise of options granted under existing employee stock option plans, other than (1) the Securities to be sold
hereunder, (2) any shares of Common Stock issued upon the conversion of the Securities or any security of the Company outstanding on the date hereof and disclosed in the Time of Sale Information and (3) the entry into the Call Spread
Confirmations and the Company’s performance thereunder, including the issuance of any Warrant Shares upon exercise and settlement or termination of the Warrant Confirmations. 

  
 17 








 (h) Use of Proceeds. The Company will apply the net proceeds from the sale of the
Securities as described in the Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds”. 
 (i)
No Stabilization. Except as disclosed in the Time of Sale Information and the Offering Memorandum, the Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any
stabilization or manipulation of the price of the Securities or the Underlying Securities and will not take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. 

(j) Underlying Securities. The Company will reserve and keep available at all times, free of pre-emptive rights, a number of shares of
Common Stock equal to the Maximum Number of Underlying Securities for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities and. The Company will use its reasonable
efforts to list, subject to official notice of issuance, and maintain the listing of the Maximum Number of Underlying Securities on the Exchange. 

(k) Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act, the Company will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities, prospective purchasers of the
Securities designated by such holders and securities analysts, in each case upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(l) DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement
through DTC. 
 (m) No Resales by the Company. The Company will not, and will not permit any of its affiliates (as defined in Rule 144
under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. 

(n) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through
any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration
of the Securities under the Securities Act. 
 (o) No General Solicitation or Directed Selling Efforts. None of the Company or any of
its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. 

  
 18 








 5. Certain Agreements of the Initial Purchasers. Each Initial Purchaser hereby represents
and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than
(i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including
through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show),
(iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was
included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum. No Initial Purchaser nor any of its affiliates or any other person acting on its or their behalf will solicit offers for, or
offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the
Securities Act. 
 6. Conditions of Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase the
Underwritten Securities on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the
following additional conditions: 
 (a) Representations and Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all respects on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant
to this Agreement shall be true and correct in all respects on and as of the Closing Date or the Additional Closing Date, as the case may be. 

(b) No Material Adverse Change. No event or condition of a type described in Section 3 hereof shall have occurred or shall exist,
which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this
Agreement, the Time of Sale Information and the Offering Memorandum. 
 (c) Officer’s Certificate. The Representatives shall have
received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional executive officer of the Company who is
satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Time of Sale Information and the Offering Memorandum and, to the 

  
 19 








 
knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company
in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iii) to the effect set forth in
paragraphs (b) and (c) above. 
 (d) Comfort Letters. 

(i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, PricewaterhouseCoopers LLP shall
have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, containing
statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the
Time of Sale Information and the Offering Memorandum; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such
Closing Date or such Additional Closing Date, as the case may be. 
 (ii) On the date of this Agreement and on the Closing Date or the
Additional Closing Date, as the case may be, Ernst & Young shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form
and substance reasonably satisfactory to the Representatives, containing statements customarily included in accountants “comfort letters” to underwriters regarding the consolidated financial position of Stays Pty Ltd (“Stayz”) at
June 30, 2013 and June 24, 2012, and the consolidated results of the operations and cash flows of Stayz for the years then ended, incorporated by reference in the Time of Sale Information and Offering Memorandum. 

(iii) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have
furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, of its chief financial officer with respect to the unaudited pro forma aggregate summary of the results of
operations of the Company for the years ended December 31, 2013, 2012 and 2011, assuming the completion of the acquisition of Stayz occurred on January 1, 2012, which is incorporated by reference in the Time of Sale Information and
Offering Memorandum, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives. 

(e) Opinion and 10b-5 Statement of Counsel for the Company. Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel
for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Initial
Purchasers, with respect to such matters as the Representatives may reasonably request. 

  
 20 








 (f) Opinion and 10b-5 Statement of Counsel for the Initial Purchasers. 

(i) The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and
10b-5 statement of DLA Piper LLP (US), counsel for the Initial Purchasers, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request
to enable them to pass upon such matters. 
 (ii) The Representatives shall have received on and as of the Closing Date or the Additional
Closing Date, as the case may be, an opinion of Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents
and information as they may reasonably request to enable them to pass upon such matters. 
 (g) No Legal Impediment to Issuance. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing
Date, as the case may be, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be,
prevent the issuance or sale of the Securities. 
 (h) Good Standing. The Representatives shall have received on and as of the Closing
Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organizations and their good standing as foreign entities in such
other jurisdictions in the United States as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. 

(i) DTC. The Securities shall be eligible for clearance and settlement through DTC. 

(j) Exchange Listing. An application for the listing of the Maximum Number of Underlying Securities shall have been submitted to the
Exchange. 
 (k) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between
you and the executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the
Closing Date or Additional Closing Date, as the case may be. 
 (l) Additional Documents. On or prior to the Closing Date or the
Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. 

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers. 

  
 21 








 7. Indemnification and Contribution. 

(a) Indemnification of the Initial Purchasers. The Company agrees to indemnify and hold harmless each Initial Purchaser, its affiliates,
directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under
the Securities Act (a “road show”) or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only
such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below. 
 (b)
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser
through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written
Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following information in the
Offering Memorandum furnished on behalf of each Initial Purchaser: the information contained in the second and third paragraphs under the caption “Plan of Distribution – New issue of notes”. 

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure


  
 22 








 
to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such
proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without
the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person
and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid
or reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities LLC and any such
separate firm for the Company, its directors, its officers and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.
No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could
have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

(d) Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person
or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the
other, from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative 

  
 23 








 
fault of the Company, on the one hand, and the Initial Purchasers, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before
deducting expenses but after deducting discounts and commissions) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial Purchasers in connection therewith, as provided in this
Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company, on the one hand, and the Initial Purchasers, on the other, shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. 
 (e) Limitation on Liability. The Company and the Initial Purchasers
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities
exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7
are several in proportion to their respective purchase obligations hereunder and not joint. 
 (f) Non-Exclusive Remedies. The
remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. 

8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after
the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Securities, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the
New York Stock Exchange or The NASDAQ Global Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any 

  
 24 








 
over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the
Offering Memorandum. 
 10. Defaulting Initial Purchaser. 

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Initial Purchaser defaults on its obligation to purchase
the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in
this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within
which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion
of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise
requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. 

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by
the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed
one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the number of Securities that such Initial Purchaser agreed to
purchase hereunder on such date plus such Initial Purchaser’s pro rata share (based on the number of Securities that such Initial Purchaser agreed to purchase on such date) of the Securities of such defaulting Initial Purchaser or Initial
Purchasers for which such arrangements have not been made. 
 (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or
the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, or if the Company 

  
 25 








 
shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Initial Purchasers to purchase
Securities on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on
the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

 (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any
non-defaulting Initial Purchaser for damages caused by its default. 
 11. Payment of Expenses. 

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or
cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any
taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any
amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants;
(v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the
preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers; provided that such fees shall not exceed $10,000); (vi) any fees charged by rating agencies for
rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval
of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing
of the Maximum Number of Underlying Securities on the Exchange. 
 (b) If (i) this Agreement is terminated pursuant to Section 9
(other than pursuant to clause (i), (iii) or (iv) of Section 9), (ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the
Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the
Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 
 12. Persons Entitled to Benefit of
Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 7 hereof. Nothing in this
Agreement is intended or shall be construed to give any other person any legal or equitable right, 

  
 26 








 
remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason
of such purchase. 
 13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of
the Company and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for
the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Initial Purchasers. 

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term
“affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the
term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act. 
 15. Compliance with USA Patriot Act. In
accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients,
including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients. 

16. Miscellaneous. 
 (a)
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall
be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices to the Company shall be given to it at HomeAway, Inc., 1101 W. Fifth
Street, Suite 300, Austin, Texas 78703, attention Melissa Frugé, Esq., with a copy to Wilson Sonsini Goodrich & Rosati, Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, Fifth Floor, Austin, Texas 78746,
attention Paul Tobias. 
 (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this
Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
 (c) Judgment Currency. The
Company agrees to indemnify each Initial Purchaser, its directors, officers, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any loss incurred by such Initial Purchaser as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other
than U.S. dollars and as a result of any variation as 

  
 27 








 
between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at
which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and
shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into,
the relevant currency. 
 (d) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign
or otherwise) from jurisdiction of any court of (i) any foreign jurisdiction, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets
or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the
Company hereby irrevocably waive such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law. 

(e) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts
in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of
venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the
jurisdiction of which Company is subject by a suit upon such judgment. 
 (f) Counterparts. This Agreement may be signed in
counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 

(g) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 
 (h) Headings. The
headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 

(i) Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum
and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the
completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. 

  
 28 








 If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below. 
  

			
	Very truly yours,
	
	HOMEAWAY, INC.
		
	By	 	 /s/ Lynn Atchison

		 	Title: CFO & Secretary


  

			
	Accepted: As of the date first written above
	
	J.P. MORGAN SECURITIES LLC
	
	For itself and on behalf of theseveral Initial Purchasers listedin Schedule 1 hereto.
		
	By	 	 /s/ Christopher Roberts

		 	Authorized Signatory
	
	DEUTSCHE BANK SECURITIES INC.
	
	For itself and on behalf of theseveral Initial Purchasers listedin Schedule 1 hereto.
		
	By	 	 /s/ Paul Stowell

		 	Authorized Signatory
		
	By	 	 /s/ Faiz Khan

		 	Authorized Signatory


  
 29 








 Schedule 1 
  

					
	 Initial Purchaser
	  	Principal Amount	 
	 J.P. Morgan Securities LLC
	  	$	154,000,000	  
	 Deutsche Bank Securities Inc.
	  	$	154,000,000	  
	 Morgan Stanley & Co. LLC
	  	$	42,000,000	  
		  	  
	  
	 
	 Total
	  	$	350,000,000	  


  
 30 








 Schedule 2 

Subsidiaries 
 HomeAway Software, Inc.

 Glad to Have You, Inc. 
 HomeAway.com, Inc. 

BedandBreakfast.com Inc. 
 HomeAway Thailand Limited 

HomeAway Netherlands Holding B.V. 
 HomeAway Colombia SAS 

Qualimídia Veiculação e Divulgação Ltda 

HomeAway Spain S.L. 
 Top Rural S.L. 

HomAway SARL 
 HomeAway France Sarl 

HomeAway UK Ltd. 
 HomeAway Deutschland, GmbH 

Owners Direct Holiday Rentals, Limited 
 HomeAway Italia Srl 

Bookabach Ltd. 
 HomeAway Australia Holdings Pty Ltd 

Stayz Pty Ltd 
 Occupancy Pty Ltd 

Stayz Limited 
 HomeAway Pty Ltd 

Travelmob Pte Ltd 

  
 31 








 Annex A 

Time of Sale Information 
 Term sheet
containing the terms of the Securities, substantially in the form of Annex B. 

  
 32 








 Annex B 

HOMEAWAY, INC. 

Pricing Term Sheet 

(See attached) 








					
	 PRICING TERM SHEET
	  	 	STRICTLY CONFIDENTIAL	  
		
	 DATED March 25, 2014
	  			

  
 



 
 HOMEAWAY, INC. 

$350,000,000 0.125% CONVERTIBLE SENIOR NOTES DUE 2019 

The information in this pricing term sheet supplements HomeAway, Inc.’s preliminary offering memorandum, dated March 24, 2014 (the
“Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this term sheet is
qualified in its entirety by reference to the Preliminary Offering Memorandum, including all other documents incorporated by reference therein. References to “we,” “our” and “us” refer to HomeAway, Inc. and not to its
consolidated subsidiaries. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars. 

 

	 Issuer: 
	HomeAway, Inc. 

  

	 Ticker/Exchange for common stock: 
	“AWAY”/The NASDAQ Global Select Market. 

  

	 Securities: 
	0.125% Convertible Senior Notes due 2019 (the “notes”). 

  

	 Principal amount: 
	$350,000,000. 

  

	 Over-allotment option: 
	$52,500,000. 

  

	 Denominations: 
	$1,000 and multiples of $1,000 in excess thereof. 

  

	 Ranking: 
	Senior unsecured. 

  

	 Maturity: 
	April 1, 2019, unless earlier repurchased or converted. 

  

	 No redemption: 
	We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes. 

  

	 Fundamental change: 
	If we undergo a “fundamental change” (as defined in the Preliminary Offering Memorandum under the caption “Description of notes—Fundamental change permits holders to require us to repurchase notes”) prior to the maturity
date of the notes, subject to certain conditions, holders may require us to repurchase for cash all or part of their notes in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100% of the
principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. 

  

	 Interest and interest payment dates: 
	0.125 % per year. 

  

	 	Interest will accrue from March 31, 2014 and will be payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. 









	 Interest record dates: 
	March 15 and September 15 of each year, immediately preceding the corresponding April 1 or October 1 interest payment due date, as they case may be. 


 

	 Issue price: 
	100% of principal. 

 Last reported sale price of our 

	 common stock on March 25, 2014: 
	$38.64 per share. 

  

	 Initial conversion rate: 
	19.1703 shares of common stock per $1,000 principal amount of the notes, subject to adjustment. 

  

	 Initial conversion price: 
	Approximately $52.16 per share of common stock, subject to adjustment. 

  

	 Conversion premium: 
	Approximately 35% above the last reported sale price of our common stock on March 25, 2014. 

  

	 Settlement method: 
	Cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in the Preliminary Offering Memorandum. 


 

	 Joint book-running managers: 
	J.P. Morgan Securities LLC 

 Deutsche Bank Securities Inc. 

Morgan Stanley & Co. LLC 
  

	 Pricing date: 
	March 25, 2014. 

  

	 Trade date: 
	March 26, 2014. 

  

	 Expected settlement date: 
	March 31, 2014. 

  

	 CUSIP number (144A): 
	43739Q AA8 

  

	 ISIN (144A): 
	US43739QAA85 

  

	 Listing: 
	None. 

  

	 Convertible note hedge and warrant transactions: 
	In connection with the pricing of the notes, we entered into convertible note hedge transactions with one or more of the initial purchasers or their respective affiliates, who we refer to as the option counterparties. We also entered into
warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce potential dilution to our common stock upon any conversion of notes and/or offset any cash payments we are required to make
in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of our common stock exceeds the applicable strike price
of the warrants, unless, subject to certain conditions, we elect to settle the warrant transactions in cash. If the initial purchasers exercise their over-allotment option, we intend to enter into additional convertible note hedge and warrant
transactions with the option counterparties. See “Description of convertible note hedge and warrant transactions” in the Preliminary Offering Memorandum. 


 

	 Use of proceeds: 
	We estimate that the net proceeds from this offering will be approximately $339.7 million (or $390.8 million if the initial purchasers exercise their over-allotment option in full), after deducting fees and estimated offering expenses payable by
us. 









	 	We expect to use (1) approximately $41.4 million of the net proceeds from this offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to us from the
warrant transactions) described above and in “Description of convertible note hedge and warrant transactions” in the Preliminary Offering Memorandum and (2) the remaining proceeds for general corporate purposes, which may include working
capital, capital expenditures, possible repurchases of our common stock after the completion of this offering, potential acquisitions and strategic transactions. From time to time, we evaluate potential acquisitions and strategic transactions of
businesses, technologies or products. However, we have not designated any specific uses and have no current agreements with respect to any material acquisition or strategic transaction. 


 

	 	If the initial purchasers exercise their over-allotment option, we intend to use a portion of the net proceeds from the sale of additional notes to enter into additional convertible note hedge transactions. We intend to
also sell additional warrants, which would result in additional proceeds to us. We expect to use the remaining net proceeds, together with the proceeds from the sale of additional warrants, for general corporate purposes. See “Use of
proceeds” in the Preliminary Offering Memorandum. 








 Description of notes—Conversion rights—Increase in conversion rate upon conversion
upon a make-whole fundamental change 
 Holders who convert their notes in connection with a make-whole fundamental change occurring prior to the
maturity date of the notes may be entitled to an increase in the conversion rate for the notes so surrendered for conversion. 
 The following table sets
forth the number of additional shares by which the conversion rate for the notes will be increased per $1,000 principal amount of notes for each stock price and effective date set forth below: 

 
  
  

																																													
	 	  	Stock Price	 
	 Effective Date
	  	$38.64	 	  	$45.00	 	  	$52.16	 	  	$60.00	 	  	$75.00	 	  	$90.00	 	  	$110.00	 	  	$130.00	 	  	$155.00	 	  	$180.00	 	  	$210.00	 
	 March 31, 2014
	  	 	6.7096	  	  	 	4.8529	  	  	 	3.5345	  	  	 	2.4366	  	  	 	1.3092	  	  	 	0.7264	  	  	 	0.3324	  	  	 	0.1438	  	  	 	0.0393	  	  	 	0.0039	  	  	 	0.0000	  
	 April 1, 2015
	  	 	6.7096	  	  	 	5.0369	  	  	 	3.5930	  	  	 	2.4372	  	  	 	1.2584	  	  	 	0.6689	  	  	 	0.2865	  	  	 	0.1131	  	  	 	0.0246	  	  	 	0.0005	  	  	 	0.0000	  
	 April 1, 2016
	  	 	6.7096	  	  	 	5.0664	  	  	 	3.5009	  	  	 	2.3057	  	  	 	1.1109	  	  	 	0.5461	  	  	 	0.2054	  	  	 	0.0663	  	  	 	0.0072	  	  	 	0.0000	  	  	 	0.0000	  
	 April 1, 2017
	  	 	6.7096	  	  	 	4.8915	  	  	 	3.2037	  	  	 	1.9933	  	  	 	0.8415	  	  	 	0.3534	  	  	 	0.0992	  	  	 	0.0175	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 April 1, 2018
	  	 	6.7096	  	  	 	4.3081	  	  	 	2.5012	  	  	 	1.3425	  	  	 	0.3953	  	  	 	0.1009	  	  	 	0.0064	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 April 1, 2019
	  	 	6.7096	  	  	 	3.0519	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  

 The exact stock prices and effective dates may not be set forth in the table above, in which case: 

 

	 	•	 	If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate for the notes will be increased
will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year. 


 

	 	•	 	If the stock price is greater than $210.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the
conversion rate. 

  

	 	•	 	If the stock price is less than $38.64 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion
rate. 

 Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 25.8799 shares of
common stock, subject to adjustment in the same manner as the conversion rate as set forth in the Preliminary Offering Memorandum under the caption—“Description of notes—Conversion rights.” 

Our obligation to increase the conversion rate for notes converted in connection with a make-whole fundamental change could be considered a penalty, in which
case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies. 
 [Remainder of
Page Intentionally Blank] 







   

This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your
information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an
offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. 
 The notes
and any shares of common stock issuable upon conversion of the notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws, and may not be offered or
sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers
are initially offering the notes only to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. 
 The
notes and any shares of common stock issuable upon conversion of the notes are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. 

A copy of the Preliminary Offering Memorandum for the offering of the notes may be obtained by contacting (i) J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (866) 803-9204, (ii) Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by telephone at
(800) 503-4611 or by emailing prospectus.CPDG@db.com or (iii) Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at (866) 718-1649 or by emailing
prospectus@morganstanley.com. 
 Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should
be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system. 







 Exhibit A 

FORM OF LOCK-UP AGREEMENT 

(See attached) 

  
 2 








 FORM OF LOCK-UP LETTER 

March     , 2014 
 J.P.
MORGAN SECURITIES LLC 
 DEUTSCHE BANK SECURITIES, INC. 
 As
Representatives of the several Initial 
 Purchasers listed in Schedule 1 to the Purchase 

Agreement referred to below 

        c/o J.P. Morgan Securities LLC 

383 Madison Avenue 
 New York, NY 10179 

Ladies and Gentlemen: 
 The undersigned
understands that J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., as Representatives of the several Initial Purchasers, propose to enter into a Purchase Agreement (the “Agreement”) with HomeAway, Inc., a Delaware
corporation (the “Company”), providing for the purchase and resale (the “Placement”) by the several Initial Purchasers named in Schedule 1 to the Purchase Agreement (the “Initial Purchasers”) of
Convertible Senior Notes of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. 

To induce the Initial Purchasers that may participate in the Placement to continue their efforts in connection with the Placement, the
undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 45 days after the date of the offering memorandum
relating to the Placement (the “Offering Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) beneficially owned (as such term is used in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock
or such other securities, in cash or otherwise. The foregoing restrictions shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Placement;
(b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (c) transfers of shares of Common Stock or any security convertible into Common Stock by will or
intestate succession or to any trust or partnership for the direct or indirect benefit of the undersigned or immediate family of the undersigned; (d) (i) distributions or transfers of shares of Common Stock or any security convertible into
Common Stock to affiliates of the undersigned, or partners, members or stockholders of the undersigned; or (ii) distributions or transfers of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled
by, controlling or under common control or investment management with the undersigned or to the limited partners, general partners, members, stockholders or other 







 
principals of such person or entity; provided that in the case of any transfer or distribution pursuant to clause (b), (c) or (d), each donee, distributee or transferee
shall sign and deliver a lock-up letter substantially in the form of this letter, and provided further, that in the case of any transfer or distribution pursuant to clause (b), (c), or (d), any such transfer or distribution shall not
involve a disposition for value; (e) the disposition of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due; (f) transfers to the
Company in connection with the exercise of options or warrants; (g) transfers to the Company of shares of Common Stock, restricted stock units, or any security convertible into or exercisable or exchangeable for Common Stock in connection with
(A) termination of employment or other termination of a service provider and pursuant to agreements wherein the Company has the option to repurchase such shares, or (B) agreements wherein the Company has a right of first refusal with
respect to transfers of such shares; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that, such plan does not provide for the transfer
of Common Stock during the restricted period referred to above and, other than disclosure in the Offering Memorandum, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or
voluntarily made by or on behalf of the undersigned or the Company; (i) transfers of shares of Common Stock pursuant to any trading plan pursuant to Rule 10b5-1 under the Exchange Act currently in effect, provided that any filing under
Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock in connection with any transfer pursuant to such a trading plan that is filed during the restricted period referred to above shall specify
that such transfer was in connection with such a trading plan; and (j) transactions relating to shares of Common Stock or other securities sold to the Initial Purchasers pursuant to the Agreement; and provided further that in
the case of any transfer or distribution pursuant to clause (a), (b) (c), (d), (e), (f), (g) or (h) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock,
shall be required or shall be voluntarily made during the restricted period referred to above (other than a filing on a Form 5, Schedule 13D or Schedule 13G, or any amendments thereto, made after the expiration date of the restricted
period referred to above). In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 45 days after
the date of the Offering Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. 

If any record or beneficial owner of capital stock of the Company is granted an early release from any lock-up agreement executed with you in
connection with the Placement with respect to capital stock of the Company having a fair market value in excess of $250,000 in the aggregate (whether in one or multiple releases), then the undersigned shall also be granted an early release








 
from your obligations hereunder on a pro-rata basis based on the maximum percentage of shares held by any such record or beneficial holder being released from such holder’s lock-up
agreement. The Representatives shall use reasonable efforts to provide notice to the undersigned upon the occurrence of a release of a stockholder of its obligations under any lock-up agreement executed in connection with the Placement that gives
rise to a corresponding release of the undersigned’s lock-up pursuant to the terms of this paragraph. For the purposes of this paragraph, the undersigned hereby consents to and acknowledges that notice by the Representatives in writing
delivered personally or by first-class prepaid letter or telefax to the contact information provided by the undersigned on the signature page hereto shall be deemed to have been received. 

If the undersigned is an entity, the undersigned further represents and warrants that it has full power and authority to execute and deliver
this agreement and that such execution and delivery has been duly authorized by all necessary or advisable action of the undersigned. 
 The
undersigned understands that the Company and the Initial Purchasers are relying upon this agreement in proceeding toward consummation of the Placement. The undersigned further understands that this agreement is irrevocable and shall be binding upon
the undersigned’s heirs, legal representatives, successors and assigns. 
 Whether or not the Placement actually occurs depends on a
number of factors, including market conditions. The Placement will only be made pursuant to the Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchasers. 

It is understood that, if the Company notifies the Initial Purchasers that it does not intend to proceed with the Placement, if the
Representatives on behalf of the Initial Purchasers notify the Company that they do not intend to proceed with the Placement, if the Agreement does not become effective prior to the end of the second full trading day following the date of public
disclosure of the Company’s financial results for its fiscal quarter ended March 31, 2014, or if the Agreement shall terminate or be terminated prior to payment for and delivery of the Securities, the undersigned will be released from its
obligations under this agreement. 
 This agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. 
 [Remainder of page intentionally left blank. Signature page follows.] 







 
	
	Very truly yours,
	
	   

	(Signature)
	
	   

	(Printed Name)
	
	   

	(Address)
	
	   

	(Fax)


 [Signature Page to Lock-Up Letter Agreement]