Insert Dealer Name] [Insert Dealer Address]

Exhibit 10.4

[Insert Dealer Name]
[Insert Dealer Address]

DATE:       TO:            ATTENTION: TELEPHONE: FACSIMILE: May 20, 2020   Inphi Corporation 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, Xxxxxxxxxx 00000   Chief Financial Officer (000) 000-0000 (000) 000-0000

FROM: TELEPHONE:    SUBJECT:   [Insert Dealer Name]  [_______]   Amendment

The parties have previously entered into a letter agreement (the “Base Confirmation”) dated as of September 6, 2016 and an additional letter agreement (the “Additional Confirmation” and, together with the Base Confirmation, each a “Confirmation”) dated as of September 7, 2016, the purpose of each of which was to confirm the terms and conditions of the capped call option transactions entered into between [Insert Dealer Name] (“Dealer”) and Inphi Corporation (“Counterparty”) in connection with the issuance by Counterparty of its 0.75% Convertible Senior Notes due 2021 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”). On May 20, 2020, Counterparty entered into certain exchange transactions (the “Exchange Transactions”) with holders of Convertible Notes pursuant to which Counterparty acquired Convertible Notes in an aggregate principal amount of USD 171,396,000 (the “Exchanged Convertible Notes”). To provide for the automatic exercise at expiration of those capped call options corresponding to the Exchanged Convertible Notes, the parties have now agreed to amend each Confirmation by the terms of this Amendment (this “Amendment”).   

1. Amendments. Each Confirmation is hereby amended as follows:

(a) by inserting the following new language at the end of the first paragraph opposite the caption, “Automatic Exercise”:

“In addition, all outstanding Options that are not deemed automatically exercised pursuant to the immediately preceding sentence as a result of Counterparty’s acquisition of Convertible Notes in an aggregate principal amount of USD 171,396,000 Convertible Notes pursuant to certain exchange transactions effected on May 20, 2020 (“Exchange-related Options”) shall be deemed to be automatically exercised at the Expiration Time on the Expiration Date”;

(b) by inserting immediately following the phrase, “in order to exercise any Options”, opposite the caption, “Notice of Exercise”, the following new language: “(except with respect to any Exchange-related Options)”;

(c) by inserting immediately prior to the period at the end of the sentence appearing opposite the caption, “Settlement Method”, the following new language:

“; provided further that, with respect to any Exchange-related Options, Counterparty may elect that Cash Settlement shall apply by providing Dealer with written notice of such election on or prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the first day of the Settlement Averaging Period for such Options (which written notice shall contain a representation from Counterparty that it is not, on the date thereof, in possession of any material non-public information with respect to Counterparty or the Shares)”; and

(d) by inserting immediately prior to the colon at the end of the first line appearing opposite the caption, “Relevant Settlement Method”, the following new language: “(except with respect to any Exchange-related Options)”.

2. Representations

Each party represents to the other party in respect of each Confirmation, as amended pursuant to this Amendment, that all representations made by it under such Confirmation, are true and accurate as of the date of this Amendment.

3. Miscellaneous

(a) Entire Agreement; Restatement.

(i) This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(ii) Except for any amendment to the Confirmation made pursuant to this Amendment, all terms and conditions of the Confirmation will continue in full force and effect in accordance with its provisions on the date of this Amendment. References to the Confirmation will be to the Confirmation, as amended by this Amendment.

(b) Amendments. No amendment, modification or waiver in respect of the matters contemplated by this Amendment will be effective unless made in accordance with the terms of the Confirmation.

(c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission or by e-mail), each of which will be deemed an original.

(d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

(e) Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York as the governing law (without reference to choice of law doctrine).

(f) Effectiveness. This Amendment shall become effective upon the later of: (i) the execution and delivery hereof by the parties hereto and (ii) the closing of the Exchange Transactions.

[Signature Pages Follow]

Very truly yours,

[Insert Dealer Name]

By:                                                                                    

Name:
Title:

[[_____]
as Agent

By:                                                                                    

Name:
Title:                                                                         ]

[Signature Page to Capped Call Amendment]

Accepted and confirmed:

INPHI CORPORATION

By:

Authorized Signatory

Name:

[Signature Page to Capped Call Amendment]