SEMTECH CORPORATION, as Issuer EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors AND U.S. Bank Trust Company, National Association, as Trustee INDENTURE Dated as of October 12, 2022 1.625% Convertible Senior Notes due 2027Indenture • October 12th, 2022 • Semtech Corp • Semiconductors & related devices • New York
INDENTURE dated as of October 12, 2022 among SEMTECH CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors (as defined in Section 1.01), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
DEALER]Base Call Option Transaction • October 12th, 2022 • Semtech Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Semtech Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SEMTECH CORPORATION Purchase AgreementPurchase Agreement • October 12th, 2022 • Semtech Corp • Semiconductors & related devices • New York
Semtech Corporation, 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 representative (the “Representative”) $300,000,000 principal amount of its 1.625% Convertible Senior Notes due 2027 (the “Underwritten Notes”) and, at the option of the Initial Purchasers, up to an additional $37,500,000 principal amount of its 1.625% Convertible Senior Notes due 2027 (the “Option Notes”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 1.625% Convertible Senior Notes due 2027 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Notes and the Option Notes are herein referred to as the “Notes”. The Notes will be convertible into cash up to the aggregate principal amount of such Notes and cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (t
DEALER]Warrant Agreement • October 12th, 2022 • Semtech Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Semtech Corporation (“Company”) to [DEALER] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
