Common use of Certain Conversions Deemed Payment Clause in Contracts

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ ] [Conversion of Notes] shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ ].8, the term “junior securities” means (a) shares of any stock of any class of [Adesto Technologies Corporation], or (b) securities of [Adesto Technologies Corporation] which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ ]. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Corporation], its creditors other than holders of Senior Indebtedness and the Noteholders, the right, which is absolute and unconditional, of the Holder of arty Note to convert such Note in accordance with Article [ ] [Conversion of Notes].

Certain Conversions Deemed Payment. For the purposes ---------------------------------- of this Article [ [__] only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ [__] [Conversion of Notes] shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ [__] [Cash Payment in Lieu of Fractional Shares]), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ [__].8, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Quantum Corporation], or (b) securities of [Adesto Technologies Quantum Corporation] which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ [__]. Nothing contained in this Article [ [__] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Quantum Corporation], its creditors other than holders of Senior Indebtedness and the Noteholders, the right, which is absolute and unconditional, of the Holder of arty any Note to convert such Note in accordance with Article [ [__] [Conversion of Notes].

Certain Conversions Deemed Payment. For the purposes of ---------------------------------- this Article [ [__] only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ [__] [Conversion of Notes] shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ [__] [Cash Payment in Lieu of Fractional Shares]), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ [__].8, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Quantum Corporation], or (b) securities of [Adesto Technologies Quantum Corporation] which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ [__]. Nothing contained in this Article [ [__] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Quantum Corporation], its creditors other than holders of Senior Indebtedness and the Noteholders, the right, which is absolute and unconditional, of the Holder of arty any Note to convert such Note in accordance with Article [ [__] [Conversion of Notes].

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] XII shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes]XII.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 15 only, (1a) the issuance and delivery of junior securities Junior Securities upon conversion of Notes in accordance with Article [ ] [Conversion of Notes] 14 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest Interest on the Notes or on account of the purchase or other acquisition of Notes, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]shares), property or securities (other than junior securitiesJunior Securities) or other property upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ ].815.08, the term “junior securitiesJunior Securities” means (a1) shares of any stock of any class of [Adesto Technologies Corporation], the Company or (b2) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ ]15. Nothing contained in this Article [ ] 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the Noteholders, the right, which is absolute and unconditional, of the Holder of arty Note Noteholders to convert such Note Notes in accordance with Article [ ] [Conversion of Notes]14.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] Fourteen, or pursuant to the terms set forth in an Officers' Certificate or established in one or more indentures supplemental hereto in accordance with Section 301, shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such NoteSecurity. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (aA) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (bB) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion Fourteen. This instrument may be executed in any number of Notes]counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] IV only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion 4 of Notes] the Indenture, as amended and supplemented by this First Supplemental Indenture, shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu 4.3 of Fractional Shares]the Indenture, as amended and supplemented by this First Supplemental Indenture), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such NoteSecurity. For the purposes of this Section [ ].84.8, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation]Parent, or (b) securities of [Adesto Technologies Corporation] Parent which are subordinated in right of payment to all Parent Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]IV. Nothing contained in this Article [ ] IV or elsewhere in this First Supplemental Indenture, the Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]Parent, its creditors other than holders of Parent Senior Indebtedness and the NoteholdersHolders, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion 4 of Notes]the Indenture, as amended and supplemented by this First Supplemental Indenture.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Debentures in accordance with Article [ ] [Conversion of Notes] 12, or pursuant to the terms set forth in an Officers' Certificate or established in one or more indentures supplemental hereto in accordance with Section 2.01, shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Debentures or on account of the purchase or other acquisition of NotesDebentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Debenture shall be deemed to constitute payment on account of the principal of such NoteDebenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] which the Company that are subordinated in right of payment to all Senior Indebtedness which that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Debenture to convert such Note Debenture in accordance with Article [ ] [Conversion of Notes]12.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] the Indenture, or pursuant to the terms set forth in an Officers' Certificate, shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes Guarantees or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock of any class of [Adesto Technologies Corporation], or the Guarantor and (bii) securities of [Adesto Technologies Corporation] the Guarantor which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Convertible Debenture Guarantee Agreement is intended to or shall impair, as among [Adesto Technologies Corporation]the Guarantor, its creditors other than holders of Senior Indebtedness and the NoteholdersCovered Persons, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes]the Indenture.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] XII shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock Capital Stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Amended and Restated Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes].XII. 932388.8 50

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 10 only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] 11 shall not be deemed to constitute a payment or distribution on account of the principal of (or premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) or interest on Notes , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities or on account of the purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash Cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]11.03), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such NoteSecurity. For the purposes of this Section [ ].810.08, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation]the Company (including, without limitation, the Common Stock of the Company), or (b) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] 10 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion of Notes]11.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] Fourteen only, (1i) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] Two and any supplemental indenture shall not be deemed to constitute a payment or distribution on account of the principal of (of, or premium, if any) , or interest on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and (2ii) the payment, issuance or delivery of cash (except in satisfaction of fractional shares issued as a result of conversion of securities issued pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]2.4(11), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such NoteSecurity. For the purposes of this Section [ ].814.8, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation]the Issuer or Tyco, or (b) securities of [Adesto Technologies Corporation] the Issuer or Tyco which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] Fourteen or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Issuer, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion of Notes]Section 2.4(11).

Certain Conversions Deemed Payment. For If this Indebtedness is convertible into securities of the Company, for the purposes of this Article [ ] only, (1) the issuance and delivery of junior securities upon conversion of Notes this Indebtedness in accordance with Article [ ] [Conversion of Notes] such conversion rights shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes this Indebtedness or on account of the purchase or other acquisition of Notesthis Indebtedness, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securities) upon conversion of a Note this Indebtedness shall be deemed to constitute payment on account of the principal of such Notethis Indebtedness. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation]the Company, or (b) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all the Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are this Indebtedness is so subordinated as provided in this Article [ ]and (c) securities, if any, into which this Indebtedness becomes convertible in connection with any business combination transaction if so provided in the terms of this Indebtedness. Nothing contained in this Article [ ] or elsewhere in the terms of this Indenture or in the Notes Indebtedness is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the Noteholdersholders of this Indebtedness, the right, if any, which is absolute and unconditional, of the Holder holder of arty Note this Indebtedness to convert such Note this Indebtedness in accordance with Article [ ] [Conversion the terms of Notes]this Indebtedness.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] XII shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock Capital Stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes].XII. 727411.13 49

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 15 only, (1i) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ ] [Conversion of Notes] 13 shall not be deemed to constitute a payment or distribution or other transfer of assets with respect to the Notes or on account of the principal of (or premium, if any) premium or interest on Notes or on account of the purchase purchase, repurchase, redemption, retirement or other acquisition of Notes, and (2ii) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]13.03), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ ].815.17, the term “junior securities” means (a) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and securities into which the Notes are convertible pursuant to Article 13 and (b) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ ]15. Nothing contained in this Article [ ] 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of the Notes, the right, which is absolute and unconditional, of the Holder of arty any Note to convert such Note in accordance with Article [ ] [Conversion of Notes]13.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] VI, or pursuant to the terms set forth in an Officers Certificate shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “junior securities” securities means (ai) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in the Indenture or this Supplemental Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes]VI.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] XII shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note 72 any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes]XII.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1a) the issuance and delivery of junior securities (or cash paid in lieu of fractional shares) upon conversion or redemption of Notes Convertible Debentures in accordance with Article [ ] [Conversion of Notes] XI shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) premium or interest on Notes Convertible Debentures or on account of the purchase or other acquisition of NotesConvertible Debentures, and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securitiessecurities and cash paid in lieu of fractional shares) upon conversion or redemption of a Note Convertible Debenture shall be deemed to constitute payment on account of the principal of such NoteConvertible Debenture. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (ai) shares of any stock Capital Stock of any class of [Adesto Technologies Corporation], or the Company and (bii) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Convertible Debentures are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Convertible Debentures is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of Convertible Debentures, the right, which is absolute and unconditional, of the Holder of arty Note any Convertible Debenture to convert such Note Convertible Debenture in accordance with Article [ ] [Conversion of Notes]XI.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] Twelve shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such Notesecurity. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (b) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness Debt and the NoteholdersHolders of the Securities, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion Twelve. REPAYMENT AT OPTION OF HOLDERS SECTION 1601. Applicability of Notes]Article. Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Certain Conversions Deemed Payment. For the purposes of this Article [ [_] only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ [_] [Conversion of Notes] shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ [_] [Cash Payment in Lieu of Fractional Shares]), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ [_].8, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Quantum Corporation], or (b) securities of [Adesto Technologies Quantum Corporation] which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ [_]. Nothing contained in this Article [ [_] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Quantum Corporation], its creditors other than holders of Senior Indebtedness and the Noteholders, the right, which is absolute and unconditional, of the Holder of arty any Note to convert such Note in accordance with Article [ [_] [Conversion of Notes].

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 13 only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] 12 or in respect to the Repurchase Price in accordance with Article 11 shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest (or premiumincluding Liquidated Damages, if any) on, or interest on Notes other amount payable with respect to, Securities or on account of the redemption, purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of of, premium or interest on, or other amount payable with respect to, such NoteSecurity. For the purposes of this Section [ ].813.14, the term “junior securities” "JUNIOR SECURITIES" means (a) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (b) securities of [Adesto Technologies Corporation] which the Company that are subordinated in right of payment to the prior payment in full of all Senior Indebtedness which that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]13. Nothing contained in this Article [ ] 13 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of the Securities, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion of Notes]12.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 13 only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] 12 or in respect to the Repurchase Price in accordance with Article 11 shall not be deemed to constitute a payment or distribution on account of the principal of of, premium or interest (or premiumincluding Liquidated Damages, if any) on, or interest on Notes other amount payable with respect to, Securities or on account of the redemption, purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares])cash, property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of of, premium or interest on, or other amount payable with respect to, such NoteSecurity. For the purposes of this Section [ ].813.14, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (b) securities of [Adesto Technologies Corporation] which the Company that are subordinated in right of payment to the prior payment in full of all Senior Indebtedness which that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]13. Nothing contained in this Article [ ] 13 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the NoteholdersHolders of the Securities, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion of Notes]12.

Certain Conversions Deemed Payment. For the purposes of this Article [ ] 13 only, (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article [ ] [Conversion of Notes] 12 shall not be deemed to constitute a payment or distribution on account of the principal of (amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or premiuminterest, if any) or interest on Notes , in respect of Securities or on account of the purchase or other acquisition of NotesSecurities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]12.02), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of such NoteSecurity. For the purposes of this Section [ ].813.10, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation]the Company (including, without limitation, the Common Stock), or (b) securities of [Adesto Technologies Corporation] the Company or the Co-Obligor which are subordinated in right of payment to all Company Senior Indebtedness or Co-Obligor Senior Indebtedness, as the case may be, which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] 13 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among [Adesto Technologies Corporation]the Issuers, its their creditors other than holders of Senior Indebtedness and the NoteholdersHolders, the right, which is absolute and unconditional, of the Holder of arty Note any Security to convert such Note Security in accordance with Article [ ] [Conversion of Notes].12. 107 115 ARTICLE 14 REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDERS UPON A FUNDAMENTAL CHANGE

Certain Conversions Deemed Payment. For the purposes of this ---------------------------------- Article [ ] only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article [ ] [Conversion of Notes] XV shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.[ ] [Cash Payment in Lieu of Fractional Shares]15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of such Note. For the purposes of this Section [ ].8Section, the term “"junior securities” " means (a) shares of any stock of any class of [Adesto Technologies Corporation], or the Company and (b) securities of [Adesto Technologies Corporation] the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article [ ]Article. Nothing contained in this Article [ ] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among [Adesto Technologies Corporation]the Company, its creditors other than holders of Senior Indebtedness and the Noteholdersholders of the Notes, the right, which is absolute and unconditional, of the Holder holder of arty any Note to convert such Note in accordance with Article [ ] [Conversion of Notes]XV.