EXCHANGE AGREEMENTExchange Agreement • November 17th, 2020 • Veeco Instruments Inc • Special industry machinery, nec
Lynrock Lake LP (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Veeco Instruments Inc., a Delaware corporation (the “Company”), on November 11, 2020 whereby the Holders will exchange (the “Exchange”) the Company’s existing 2.70% Convertible Senior Notes due 2023 (the “Existing Notes”) held by the Holders for the Company’s new 3.50% Convertible Senior Exchange Notes due 2025 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be entered into between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), on the Closing Date (as defined below) (the “Indenture”).
