Common use of CHECKED Clause in Contracts

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________________________________________ [Signature of executive officer of purchaser] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion below designated, into Common Stock of GenCorp Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder of Notes, upon exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. [ ] Convert whole [ ] Convert in part Amount of Note to be converted ($1,000 or integral multiples thereof): $------------------------

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amendedAct, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________________:_________________ [Signature of Notice: To be executed by an executive officer FORM OF EXCHANGE CERTIFICATE Marvell Technology, Inc. 0000 X. Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 19801 U.S. Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: D. Xxxxx (Marvell Technology Group) Re: Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of purchaserApril 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[●] in such Security[ies] or interests (the “Exchange”). The undersigned owner Owner hereby certifies that in connection with the Exchange of this the Owner’s Regulation S Global Note hereby irrevocably exercises for a beneficial interest in the option to convert this Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the portion below designatedaccount of a QIB in a transaction meeting the requirements of Rule 144A, into Common Stock of GenCorp Inc. and (C) in accordance with the terms all applicable securities laws of the Indenture referred to in States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [●]. [Insert Name of Transferor] By: Name: Title: SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment belowGlobal Note is DOLLARS ($ ). If shares are to be issued in the name The following exchanges of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder part of Notes, upon exercise this Global Note for certificated Notes or a part of its conversion rights in accordance with the terms another Global Note have been made: Date of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. [ ] Convert whole [ ] Convert in part Exchange Amount of decrease in principal amount of this Global Note to be converted Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease ($1,000 or integral multiples thereof): $------------------------increase) Signature of authorized signatory of Trustee

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amendedAct, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________________:_________________ [Signature of Notice: To be executed by an executive officer FORM OF EXCHANGE CERTIFICATE Marvell Technology, Inc. 0000 X. Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 U.S Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: D. Xxxxx (Marvell Technology Group) Re: Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of purchaserApril 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The undersigned owner Owner hereby certifies that in connection with the Exchange of this the Owner’s Regulation S Global Note hereby irrevocably exercises for a beneficial interest in the option to convert this Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the portion below designatedaccount of a QIB in a transaction meeting the requirements of Rule 144A, into Common Stock of GenCorp Inc. and (C) in accordance with the terms all applicable securities laws of the Indenture referred to in States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name: Title: SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment belowGlobal Note is DOLLARS ($ ). If shares are to be issued in the name The following exchanges of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder part of Notes, upon exercise this Global Note for certificated Securities or a part of its conversion rights in accordance with the terms another Global Note have been made: Date of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. [ ] Convert whole [ ] Convert in part Exchange Amount of decrease in principal amount of this Global Note to be converted Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease ($1,000 or integral multiples thereof): $------------------------increase) Signature of authorized signatory of Trustee

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it or such account is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________________________________----------------- -------------------------------------- NOTICE: To be executed by an executive officer. Exhibit C [FORM OF EXCHANGE DEBENTURE] [FORM OF FACE OF SECURITY] CUSIP NO. ------------- No. $ ------ ---------- ILLINOIS CENTRAL RAILROAD COMPANY 7.70% Debentures due 2096 ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), for value received, hereby promises to pay to , or registered assigns, the principal sum of -------- _ [Signature United States Dollars at the office or agency of executive officer the ---------------------- Issuer referred to below, on September 15, 2096 and to pay interest, semi-annually on March 15 and September 15 of purchaser] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: The undersigned owner each year, on said principal sum at said office or agency, at the rate of 7.70% per annum, from the March 15 or September 15, as the case may be, next preceding the date of this Note hereby irrevocably exercises Security to which interest has been paid, unless the date hereof is the date to which interest has been paid, in which case from the date of this Security, or unless no interest has been paid on the Securities, in which case from December 17, 1996, until payment of said principal sum has been made or duly provided for, provided, however, that payment of interest may be made at the option of the Issuer (i) by check mailed to convert the address of the Person entitled thereto as such address shall appear on the register of Securities or (ii) by transfer in immediately available funds to an account maintained by the Person entitled thereto with a bank located in the United States as designated by such Person not less than 15 calendar days prior to the date interest is payable; provided, further, that if the date hereof is after the first day of the calendar month preceding any March 15 or September 15, as the case may be, and prior to such March 15 or September 15, this NoteSecurity shall bear interest from such March 15 or September 15; provided, further, that if and to the extent that the Issuer shall default in the payment of interest due on any March 15 or September 15, then this Security shall bear interest from the portion below designatednext preceding March 15 or September 15 to which interest has been paid, into Common Stock of GenCorp Inc. or, if no interest has been paid on the Securities, from December 17, 1996. The interest so payable on any March 15 or September 15 will, subject to certain exceptions provided in accordance with the terms of the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note, and directs Security is registered at the close of business on the first day of the calendar month preceding such March 15 or September 15; provided that the shares issuable and deliverable upon conversioninterest payable at maturity shall be payable to the Person to whom principal shall be payable. Notwithstanding the foregoing, together with any check in payment for fractional shares, be issued (i) interest on Exchange Debentures (as defined in the name of First Supplemental Indenture referred to herein) and delivered to the undersigned, unless a different name has been indicated Restricted Exchange Debentures (as defined in the assignment below. If shares are to be issued such First Supplemental Indenture) will accrue as provided in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder of Notes, upon exercise of its conversion rights in accordance with the terms of the such First Supplemental Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating (as defined in such First Supplemental Indenture), and (ii) Liquidated Damages (as defined in such First Supplemental Indenture), if any, that accrue on Original Debentures prior to the Common Stock issuable upon conversion exchange of such Original Debentures for Exchange Debentures shall be payable to the NotesPersons, at the times and otherwise on the terms provided in such First Supplemental Indenture and the Registration Rights Agreement. [ ] Convert whole [ ] Convert in part Amount Reference is made to the further provisions of Note this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to be converted ($1,000 or integral multiples thereof): $------------------------on the reverse hereof.