INTERDIGITAL, INC. PURCHASE AGREEMENTPurchase Agreement • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York
InterDigital, Inc., a Pennsylvania corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Initial Purchasers (the “Initial Purchasers”) named in Schedule I attached to this Agreement for whom you are acting as representative (the “Representative”) $350,000,000 in aggregate principal amount of its 2.00% Senior Convertible Notes due 2024 (the “Firm Securities”). The Securities will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $50,000,000 of its 2.00% Senior Convertible Notes due 2024 (the “Additional Securities”) solely to cover over-allotments if and to the extent that
DATE: May 29, 2019 TO: InterDigital, Inc. ATTENTION: Richard Brezski TELEPHONE: (+1) 302.281.3621 FACSIMILE: (+1) 302-281-3761 FROM: [ ] ATTENTION: [ ] TELEPHONE: [ ] FACSIMILE: [ ] SUBJECT: Bond Hedge Transaction1Bond Hedge Transaction • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [Dealer] (“Dealer”)[, through its agent [Agent] (the “Agent”),]2 and InterDigital, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. [Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”).]3
PARTIAL UNWIND AGREEMENT with respect to the Base Call Option Transaction Confirmation, dated March 5, 2015 and the Base Warrant Confirmation, dated March 5, 2015 between InterDigital, Inc. and [Dealer]Partial Unwind Agreement • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York
THIS PARTIAL UNWIND AGREEMENT (this “Agreement”) with respect to the Base Call Option Transaction Confirmation (as defined below) and the Base Warrant Confirmation (as defined below) is made as of May 29, 2019 between InterDigital, Inc. (the “Company”) and [ ] (“Dealer”).
