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[null,"Delaware"]
[]
[null,"(State or other jurisdiction of"]
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[null,"incorporation)"]
[]
[]
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[null,"001-06395                      95-2119684"]
[null,"(Commission File Number)   (IRS Employer Identification No.)"]
[]
[]
[]
[null,"200 Flynn Road"]
[null,"Camarillo, California             93012-8790"]
[null,"(Address of principal executive offices)   (Zip Code)"]

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[null,"Securities registered pursuant to Section 12(b) of the Exchange Act:","","",""]
[]
[]
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[null,"","","","Name of each exchange on"]
[null,"Title of each class","","Trading Symbol(s)","which registered"]
[null,"Common Stock, par value","","","The Nasdaq Global Select"]
[null,0.01,"per share","SMTC","Market"]

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[null,"Exhibit No.","Description"]
[]
[null,4.1,"Indenture, dated as of October 12, 2022, among Semtech"]
[null,"","Corporation, the subsidiary guarantors party thereto and U.S. Bank"]
[null,"","Trust Company, National Association."]
[null,4.2,"Form of 1.625% Convertible Senior Note due 2027 (included in"]
[null,"","Exhibit 4.1)."]
[null,99.1,"Purchase Agreement, dated October 6, 2022, among Semtech"]
[null,"","Corporation, the subsidiary guarantors party thereto and J.P."]
[null,"","Morgan Securities LLC as representative of the several initial"]
[null,"","purchasers named therein."]
[null,99.2,"Form of Convertible Note Hedge Confirmation."]
[null,99.3,"Form of Warrant Confirmation."]
[null,99.4,"Press Release, dated October 7, 2022."]
[null,104,"Cover Page Interactive Data File (embedded within the Inline XBRL"]
[null,"","document)."]

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["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","","","","","Stock Price",""]
[null,"Effective Date",29.23,35,37.27,40,48.45,60,75,100,125,150]
[null,"October 12, 2022",7.3789,5.0191,4.3574,3.6995,2.3077,1.2827,0.6277,0.1847,0.035,0]
[null,"November 1, 2023",7.3789,5.0191,4.3574,3.6763,2.2204,1.1835,0.5491,0.1447,0.0203,0]
[null,"November 1, 2024",7.3789,5.0191,4.2726,3.5298,2.0252,1.0085,0.4288,0.0927,0.0054,0]
[null,"November 1, 2025",7.3789,4.7297,3.9157,3.1378,1.6369,0.719,0.2601,0.0357,0,0]
[null,"November 1, 2026",7.3789,4.0017,3.1226,2.3235,0.9614,0.3177,0.0816,0.0015,0,0]
[null,"November 1, 2027",7.3789,1.7389,0,0,0,0,0,0,0,0]

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[null,"CR0","=","the Conversion Rate in effect immediately prior to the open of"]
[null,"","","business on the Ex-Dividend Date of such dividend or distribution, or"]
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[null,"CR'","=","the Conversion Rate in effect immediately after the open of business"]
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[null,"OS0","=","the number of shares of Common Stock outstanding immediately prior to"]
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[null,"","","(before giving effect to any such dividend, distribution, split or"]
[null,"","","combination); and"]
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[null,"OS'","=","the number of shares of Common Stock outstanding immediately after"]
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[null,"CR0","=","the Conversion Rate in effect immediately prior to the open of"]
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[null,"OS0","=","the number of shares of Common Stock outstanding immediately prior to"]
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[null,"X","=","the total number of shares of Common Stock distributable pursuant to"]
[null,"","","such rights, options or warrants; and"]
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[null,"Y","=","the number of shares of Common Stock equal to the aggregate price"]
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[null,"","","average of the Last Reported Sale Prices of the Common Stock over the"]
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[null,"CR0","=","the Conversion Rate in effect immediately prior to the open of"]
[null,"","","business on the Ex-Dividend Date for such distribution;"]
[]
[null,"CR'","=","the Conversion Rate in effect immediately after the open of business"]
[null,"","","on such Ex-Dividend Date;"]
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[null,"SP0","=","the average of the Last Reported Sale Prices of the Common Stock over"]
[null,"","","the 10 consecutive Trading Day period ending on, and including, the"]
[null,"","","Trading Day immediately preceding the Ex-Dividend Date for such"]
[null,"","","distribution; and"]
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[null,"FMV","=","the fair market value (as determined by the Company in good faith) of"]
[null,"","","the Distributed Property with respect to each outstanding share of"]
[null,"","","the Common Stock on the Ex-Dividend Date for such distribution."]

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[null,"CR0","=","the Conversion Rate in effect immediately prior to the end of the"]
[null,"","","Valuation Period;"]
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[null,"CR'","=","the Conversion Rate in effect immediately after the end of the"]
[null,"","","Valuation Period;"]
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[null,"FMV0","=","the average of the Last Reported Sale Prices of the Capital Stock or"]
[null,"","","similar equity interest distributed to holders of the Common Stock"]
[null,"","","applicable to one share of the Common Stock (determined by reference"]
[null,"","","to the definition of Last Reported Sale Price as set forth in"]
[null,"","","?Section 1.01 as if references therein to Common Stock were to such"]
[null,"","","Capital Stock or similar equity interest) over the first 10"]
[null,"","","consecutive Trading Day period after, and including, the Ex-Dividend"]
[null,"","","Date of the Spin-Off (the \"Valuation Period\"); and"]
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[null,"MP0","=","the average of the Last Reported Sale Prices of the Common Stock over"]
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[null,"CR0","=","the Conversion Rate in effect immediately prior to the open of"]
[null,"","","business on the Ex-Dividend Date for such dividend or distribution;"]
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[null,"CR'","=","the Conversion Rate in effect immediately after the open of business"]
[null,"","","on the Ex-Dividend Date for such dividend or distribution;"]
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[null,"SP0","=","the Last Reported Sale Price of the Common Stock on the Trading Day"]
[null,"","","immediately preceding the Ex-Dividend Date for such dividend or"]
[null,"","","distribution; and"]
[]
[null,"C","=","the amount in cash per share the Company distributes to all or"]
[null,"","","substantially all holders of the Common Stock."]

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[null,"CR0","=","the Conversion Rate in effect immediately prior to the close of"]
[null,"","","business on the 10th Trading Day immediately following, and"]
[null,"","","including, the Trading Day next succeeding the date such tender or"]
[null,"","","exchange offer expires;"]
[]
[null,"CR'","=","the Conversion Rate in effect immediately after the close of business"]
[null,"","","on the 10th Trading Day immediately following, and including, the"]
[null,"","","Trading Day next succeeding the date such tender or exchange offer"]
[null,"","","expires;"]

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[null,"AC","=","the aggregate value of all cash and any other consideration (as"]
[null,"","","determined by the Company in good faith) paid or payable for shares"]
[null,"","","of Common Stock purchased in such tender or exchange offer;"]
[]
[null,"OS0","=","the number of shares of Common Stock outstanding immediately prior to"]
[null,"","","the date such tender or exchange offer expires (prior to giving"]
[null,"","","effect to the purchase of all shares of Common Stock accepted for"]
[null,"","","purchase or exchange in such tender or exchange offer);"]
[]
[null,"OS'","=","the number of shares of Common Stock outstanding immediately after"]
[null,"","","the date such tender or exchange offer expires (after giving effect"]
[null,"","","to the purchase of all shares of Common Stock accepted for purchase"]
[null,"","","or exchange in such tender or exchange offer); and"]
[]
[null,"SP'","=","the average of the Last Reported Sale Prices of the Common Stock over"]
[null,"","","the 10 consecutive Trading Day period commencing on, and including,"]
[null,"","","the Trading Day next succeeding the date such tender or exchange"]
[null,"","","offer expires."]

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["Table Of Contents"]
[""]
[null,"","","","Principal"]
[null,"","","","amount of"]
[null,"","","Amount of","this"]
[null,"","","increase","Global"]
[null,"","","in","Note"]
[null,"","","principal","following"]
[null,"","","amount of","such","Signature of"]
[null,"","Amount of decrease in","this","decrease","authorized signatory"]
[null,"Date of","principal amount of this","Global","or","of Trustee or"]
[null,"exchange","Global Note","Note","increase","Custodian"]

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["Table Of Contents"]
[""]
[null,"Dated:","_____________________"]
[null,"","________________________________"]
[null,"","Signature(s)"]
[]
[null,"","_________________________"]
[null,"","Social Security or Other Taxpayer"]
[null,"","Identification Number"]
[]
[null,"","Principal amount to be repaid (if less than"]
[null,"","all): $______,000"]
[]
[null,"","NOTICE: The above signature(s) of the Holder(s)"]
[null,"","hereof must correspond with the name as written"]
[null,"","upon the face of the Note in every particular"]
[null,"","without alteration or enlargement or any change"]
[null,"","whatever."]

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[""]
[null,"","Schedule 1"]
[]
[]
[]
[null,"Initial Purchaser","Principal Amount"]
[]
[null,"J.P. Morgan Securities LLC",279000000]
[null,"BNP Paribas Securities Corp.",10500000]

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["Table Of Contents"]
[""]
[null,"Issuer:","Semtech Corporation, a Delaware corporation."]
[]
[null,"Securities:","1.625% Convertible Senior Notes due 2027 (the"]
[null,"","\"Notes\")."]
[]
[null,"Guarantees:","The Notes will be fully and unconditionally"]
[null,"","guaranteed, jointly and severally, on a senior"]
[null,"","unsecured basis by each of our current and future"]
[null,"","direct and indirect wholly-owned domestic"]
[null,"","subsidiaries that guarantee our borrowings under our"]
[null,"","Credit Agreement. See \"Description of"]
[null,"","notes-Guarantees\" in the Preliminary Offering"]
[null,"","Memorandum."]
[]
[null,"Ticker/Exchange for Our","\"SMTC\" / The Nasdaq Global Select Market."]
[null,"Common Stock (\"common"]
[null,"stock\"):"]
[]
[null,"Principal Amount:","$300,000,000."]
[]
[null,"Option to Purchase","$37,500,000."]
[null,"Additional Notes:"]
[]
[null,"Denominations:","$1,000 and integral multiples of $1,000 in excess"]
[null,"","thereof."]
[]
[null,"Ranking:","Senior unsecured."]
[]
[null,"Maturity:","November 1, 2027, unless earlier converted, redeemed"]
[null,"","or repurchased."]
[]
[null,"Interest and Interest","1.625% per year."]
[null,"Payment Dates:"]
[null,"","Interest will accrue from October 12, 2022 and will"]
[null,"","be payable semiannually in arrears on May 1 and"]
[null,"","November 1 of each year, beginning on May 1, 2023."]
[]
[null,"Regular Record Dates:","April 15 and October 15 of each year, immediately"]
[null,"","preceding the May 1 and November 1 interest payment"]
[null,"","date, as the case may be."]
[]
[null,"Issue Price:","100% of principal, plus accrued interest, if any,"]
[null,"","from October 12, 2022 if settlement occurs after"]
[null,"","that date."]
[]
[null,"Last Reported Sale Price of","$29.23 per share."]
[null,"Our Common Stock on the"]
[null,"Nasdaq Global Select Market"]
[null,"on October 6, 2022:"]
[]
[null,"Initial Conversion Rate:","26.8325 shares of our common stock per $1,000"]
[null,"","principal amount of the Notes, subject to"]
[null,"","adjustment."]

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["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Initial Conversion Price:","Approximately $37.27 per share of our common stock,"]
[null,"","subject to adjustment."]
[]
[null,"Conversion Premium:","Approximately 27.5% above the last reported sale"]
[null,"","price of our common stock on the Nasdaq Global"]
[null,"","Select Market on October 6, 2022."]
[]
[null,"Settlement Method:","Cash up to the aggregate principal amount of the"]
[null,"","Notes to be converted and cash, shares of our common"]
[null,"","stock or a combination of cash and shares of our"]
[null,"","common stock, at our election, in respect of the"]
[null,"","remainder, if any, of our conversion obligation in"]
[null,"","excess of the aggregate principal amount of the"]
[null,"","Notes being converted, as described in the"]
[null,"","Preliminary Offering Memorandum."]
[]
[null,"Sale Price Redemption:","Except as described in \"Acquisition Non-Occurrence"]
[null,"","Redemption\" below, we may not redeem the Notes prior"]
[null,"","to November 5, 2025. On or after November 5, 2025,"]
[null,"","we may redeem for cash all or any portion of the"]
[null,"","Notes (subject to the partial redemption limitation"]
[null,"","described below), at our option, if the last"]
[null,"","reported sale price of our common stock has been at"]
[null,"","least 130% of the conversion price then in effect"]
[null,"","for at least 20 trading days (whether or not"]
[null,"","consecutive) during any 30 consecutive trading day"]
[null,"","period (including the last trading day of such"]
[null,"","period) ending on, and including, the trading day"]
[null,"","immediately preceding the date on which we provide"]
[null,"","notice of redemption at a redemption price equal to"]
[null,"","100% of the principal amount of the Notes to be"]
[null,"","redeemed, plus accrued and unpaid interest to, but"]
[null,"","excluding, the redemption date (any such redemption,"]
[null,"","a \"sale price redemption\"). If we redeem less than"]
[null,"","all the outstanding Notes in a sale price"]
[null,"","redemption, at least $75 million aggregate principal"]
[null,"","amount of Notes must be outstanding and not subject"]
[null,"","to redemption as of the relevant redemption notice"]
[null,"","date (the \"partial redemption limitation\"). See"]
[null,"","\"Description of notes-Optional redemption-Optional"]
[null,"","redemption on or after November 5, 2025\" in the"]
[null,"","Preliminary Offering Memorandum."]
[]
[null,"Acquisition Non-Occurrence","If the Acquisition of Sierra Wireless has not closed"]
[null,"Redemption:","as of the close of business on March 3, 2023, or if,"]
[null,"","before such time, the Arrangement Agreement is"]
[null,"","terminated or we reasonably determine in good faith"]
[null,"","that the Acquisition will not be consummated, we"]
[null,"","may, at our option, redeem all (but not less than"]
[null,"","all) of the Notes on a redemption date on or prior"]
[null,"","to July 3, 2023, in cash at a redemption price equal"]
[null,"","to 101% of the principal amount of the Notes to be"]
[null,"","redeemed, plus accrued and unpaid interest to, but"]
[null,"","not including, the redemption date, plus a \"premium\""]
[null,"","(as defined below), if any."]
[]
[null,"","\"initial conversion value\" per $1,000 principal"]
[null,"","amount of Notes means, $784.31, which is equal to"]
[null,"","the product of (i) the Initial Conversion Rate and"]
[null,"","(ii) the last reported sale price of our common"]
[null,"","stock on the Nasdaq Global Select Market on October"]
[null,"","6, 2022."]
[]
[null,"","\"premium\" means an amount per $1,000 principal"]
[null,"","amount of Notes equal to 80% of the excess, if any,"]
[null,"","of the redemption conversion value over the initial"]
[null,"","conversion value."]
[]
[null,"","\"redemption conversion value\" means, with respect to"]
[null,"","any Acquisition non-occurrence redemption, the sum"]
[null,"","of the daily conversion values for each trading day"]
[null,"","in the observation period for such Acquisition"]
[null,"","non-occurrence redemption."]

{"sheet":"TABLE17","index":17,"n_rows":85,"n_cols":3,"rows_kept":85,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE17"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Fundamental Change:","If we undergo a \"fundamental change\" (as defined in"]
[null,"","the Preliminary Offering Memorandum under"]
[null,"","\"Description of notes-Fundamental change permits"]
[null,"","holders to require us to repurchase notes\"), subject"]
[null,"","to certain conditions and except as described in the"]
[null,"","Preliminary Offering Memorandum, holders may require"]
[null,"","us to repurchase for cash all or any portion of"]
[null,"","their Notes in principal amounts of $1,000 or an"]
[null,"","integral multiple thereof. The fundamental change"]
[null,"","repurchase price will be equal to 100% of the"]
[null,"","principal amount of the Notes to be repurchased,"]
[null,"","plus accrued and unpaid interest to, but excluding,"]
[null,"","the fundamental change repurchase date. See"]
[null,"","\"Description of notes-Fundamental change permits"]
[null,"","holders to require us to repurchase notes\" in the"]
[null,"","Preliminary Offering Memorandum."]
[]
[null,"Book-Running Manager:","J.P. Morgan Securities LLC."]
[]
[null,"Co-Managers:","BNP Paribas Securities Corp."]
[null,"","U.S. Bancorp Investments, Inc."]
[]
[null,"Pricing Date:","October 6, 2022."]
[]
[null,"Trade Date:","October 7, 2022."]
[]
[null,"Expected Settlement Date:","October 12, 2022 (T+2)."]
[]
[null,"Offering Format:","144A for life."]
[]
[null,"CUSIP Number (144A):","816850 AE1."]
[]
[null,"ISIN (144A):","US816850AE12."]
[]
[null,"Listing:","None."]
[]
[null,"Use of Proceeds:","We estimate that the net proceeds from the offering"]
[null,"","of the Notes will be approximately $290.0 million"]
[null,"","(or approximately $326.4 million if the initial"]
[null,"","purchasers exercise their option to purchase"]
[null,"","additional Notes in full), after deducting the"]
[null,"","initial purchasers' discounts and commissions and"]
[null,"","estimated offering expenses payable by us."]
[]
[null,"","We have entered into convertible note hedge"]
[null,"","transactions with an affiliate of one of the initial"]
[null,"","purchasers of the Notes and another financial"]
[null,"","institution (the \"option counterparties\"). We have"]
[null,"","also entered into warrant transactions with the"]
[null,"","option counterparties. We intend to use"]
[null,"","approximately $27.8 million of the net proceeds from"]
[null,"","the offering of the Notes to pay the cost of the"]
[null,"","convertible note hedge transactions (after such cost"]
[null,"","is partially offset by the proceeds to us from the"]
[null,"","sale of the warrant transactions). We expect to use"]
[null,"","the remainder of the net proceeds of the offering of"]
[null,"","the Notes, together with proceeds from borrowings"]
[null,"","under the New Term Loan, proceeds from borrowings"]
[null,"","under the Revolving Credit Facility and available"]
[null,"","cash and cash equivalents, to finance the purchase"]
[null,"","price for Sierra Wireless and to pay related fees"]
[null,"","and expenses in connection with the Acquisition. If"]
[null,"","the Acquisition is not consummated, the net proceeds"]
[null,"","of the offering of the Notes will be used to either"]
[null,"","fund a portion of the redemption price for the Notes"]
[null,"","or for general corporate purposes. See \"Use of"]
[null,"","proceeds\" in the Preliminary Offering Memorandum."]
[]
[null,"","If the initial purchasers exercise their option to"]
[null,"","purchase additional Notes, we expect to sell"]
[null,"","additional warrants to the option counterparties and"]
[null,"","use a portion of the net proceeds from the sale of"]
[null,"","the additional Notes, together with the proceeds"]
[null,"","from the additional warrants, to enter into"]
[null,"","additional convertible note hedge transactions with"]
[null,"","the option counterparties."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE18"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Convertible Note Hedge and","In connection with the pricing of the Notes, we have"]
[null,"Warrant Transactions:","entered into convertible note hedge transactions"]
[null,"","with the option counterparties. We have also entered"]
[null,"","into warrant transactions with the option"]
[null,"","counterparties whereby we have sold to the option"]
[null,"","counterparties warrants to purchase, subject to"]
[null,"","customary adjustments, up to the same number of"]
[null,"","shares of our common stock underlying the Notes,"]
[null,"","with a strike price of $51.1525 (which represents a"]
[null,"","premium of approximately 75.0% over the last"]
[null,"","reported sale price of our common stock on the"]
[null,"","Nasdaq Global Select Market on October 6, 2022),"]
[null,"","subject to customary anti-dilution adjustments."]

{"sheet":"TABLE19","index":19,"n_rows":27,"n_cols":5,"rows_kept":27,"cut":false,"hidden":false,"merged":[[0,0,0,4],[1,0,1,4],[2,0,2,4],[3,0,3,4],[4,0,4,4],[5,0,5,4],[6,0,6,4],[7,0,7,4],[8,0,8,4]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE19"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","(Dollars in","","(Dollars in"]
[null,"","millions)","","millions)"]
[null,"Sources of Funds:","","Uses of Funds:"]
[null,"","","Acquisition purchase"]
[null,"Notes offered hereby",300,"price",1286]
[null,"","","Repayment of existing"]
[null,"New Term Loan",895,"debt of Sierra Wireless",57]
[null,"","","Estimated fees and"]
[null,"","","expenses, including"]
[null,"","","convertible note hedge"]
[null,"Revolving Credit Facility",25,"transactions",113]
[null,"","","Additional Sierra"]
[null,"Cash and cash equivalents of the","","Wireless compensation"]
[null,"Company (as of July 31, 2022)",362,"payments",29]
[null,"Cash and cash equivalents of"]
[null,"Sierra Wireless (as of June 30,","","Cash to the Company's"]
[null,"2022)",127,"balance sheet",224]
[null,"Totals",1709,"",1709]

{"sheet":"TABLE20","index":20,"n_rows":15,"n_cols":10,"rows_kept":15,"cut":false,"hidden":false,"merged":[[0,0,0,9],[1,0,1,9],[2,0,2,9],[3,0,3,9],[4,0,4,9],[5,0,5,9],[6,0,6,9],[7,0,7,9],[8,0,8,9]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE20"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"October 12, 2022 7.3789 5.0191",4.3574,3.6995,2.3077,1.2827,0.6277,0.1847,0.035,0]
[null,"November 1, 2023 7.3789 5.0191",4.3574,3.6763,2.2204,1.1835,0.5491,0.1447,0.0203,0]
[null,"November 1, 2024 7.3789 5.0191",4.2726,3.5298,2.0252,1.0085,0.4288,0.0927,0.0054,0]
[null,"November 1, 2025 7.3789 4.7297",3.9157,3.1378,1.6369,0.719,0.2601,0.0357,0,0]
[null,"November 1, 2026 7.3789 4.0017",3.1226,2.3235,0.9614,0.3177,0.0816,0.0015,0,0]
[null,"November 1, 2027 7.3789 1.7389",0,0,0,0,0,0,0,0]

{"sheet":"TABLE21","index":21,"n_rows":35,"n_cols":3,"rows_kept":35,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE21"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"General Terms."]
[]
[]
[]
[null,"Trade Date:","[ ], 2022"]
[null,"Effective Date:","With respect to Section 9(w) of this Confirmation, the Trade"]
[null,"","Date; otherwise, the Premium Payment Date"]
[null,"Option Style:","\"Modified American\", as described under \"Procedures for"]
[null,"","Exercise\" below"]
[null,"Option Type:","Call"]
[null,"Buyer:","Counterparty"]
[null,"Seller:","Dealer"]
[null,"Shares:","The common stock of Counterparty, par value USD 0.01 per"]
[null,"","share (Exchange symbol \"SMTC\")."]
[null,"Number of Options:","[ ]3. For the avoidance of doubt, the Number of Options"]
[null,"","shall be reduced by any Options exercised by"]
[null,"","Counterparty. In no event will the Number of Options be less"]
[null,"","than zero."]
[null,"Applicable Percentage: [ ]%"]
[null,"Option Entitlement:","A number equal to the product of the Applicable Percentage"]
[null,"","and 26.8325."]
[null,"Strike Price:","USD 37.2682"]
[null,"Premium:","USD [ ]"]
[null,"Premium Payment Date:","The closing date of the initial issuance of the Convertible"]
[null,"","Notes."]
[null,"Exchange:","The Nasdaq Global Select Market"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE22"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","States\" before the word \"exchange\" in the tenth line of such"]
[null,"","Section."]
[null,"Excluded Provisions:","Section 14.04(g) and Section 14.03 of the Indenture."]
[null,"Procedures for Exercise."]
[null,"Conversion Date:","With respect to any conversion of a Convertible Note, the"]
[null,"","date on which the \"Holder\" (as such term is defined in the"]
[null,"","Indenture) of such Convertible Note satisfies all of the"]
[null,"","requirements for conversion thereof as set forth in Section"]
[null,"","14.02(b) of the Indenture; provided that if Counterparty has"]
[null,"","not delivered to Dealer a related Notice of Exercise, then"]
[null,"","in no event shall a Conversion Date be deemed to occur"]
[null,"","hereunder (and no Option shall be exercised or deemed to be"]
[null,"","exercised hereunder) with respect to any surrender of a"]
[null,"","Convertible Note for conversion in respect of which"]
[null,"","Counterparty has elected to designate a financial"]
[null,"","institution for exchange in lieu of conversion of such"]
[null,"","Convertible Note pursuant to Section 14.12 of the Indenture."]
[null,"Free Convertibility Date: July 1, 2027",""]
[null,"Expiration Time:","The Valuation Time"]
[null,"Expiration Date:","November 1, 2027, subject to earlier exercise."]
[null,"Multiple Exercise:","Applicable, as described under \"Automatic Exercise\" below."]
[null,"Automatic Exercise:","Notwithstanding Section 3.4 of the Equity Definitions, on"]
[null,"","each Conversion Date in respect of which a \"Notice of"]
[null,"","Conversion\" (as defined in the Indenture) that is effective"]
[null,"","as to Counterparty has been delivered by the relevant"]
[null,"","converting \"Holder\" (as defined in the Indenture), a number"]
[null,"","of Options equal to the number of Convertible Notes in"]
[null,"","denominations of USD 1,000 as to which such Conversion Date"]
[null,"","has occurred shall be deemed to be automatically exercised;"]
[null,"","provided that such Options shall be exercised or deemed"]
[null,"","exercised only if Counterparty or the Trustee (or other"]
[null,"","agent authorized by Counterparty and previously identified"]
[null,"","to Dealer by Counterparty in writing) on behalf of"]
[null,"","Counterparty has provided a Notice of Exercise to Dealer in"]
[null,"","accordance with \"Notice of Exercise\" below."]
[null,"","Notwithstanding the foregoing, in no event shall the number"]
[null,"","of Options that are exercised or deemed exercised hereunder"]
[null,"","exceed the Number of Options."]
[null,"Notice Deadline:","In respect of any exercise of Options on any Conversion"]
[null,"","Date, 5:00 p.m. (New York City time) on the Scheduled Valid"]
[null,"","Day immediately preceding the scheduled first day of the"]
[null,"","Settlement Averaging Period for such Options; provided that,"]
[null,"","in respect of (i) any Options relating to Convertible Notes"]
[null,"","with a Conversion Date occurring on or after the Free"]
[null,"","Convertibility Date (other than those as described in the"]
[null,"","immediately succeeding clause (ii)), the Notice Deadline"]
[null,"","shall be 5:00 p.m. (New York City time)"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE23"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Valuation Time:","At the close of trading of the regular trading session on"]
[null,"","the Exchange; provided that if the principal trading session"]
[null,"","is extended, the Calculation Agent shall determine the"]
[null,"","Valuation Time in its commercially reasonable discretion."]
[null,"Market Disruption Event: Notwithstanding Section 6.3(a) of the Equity Definitions, a",""]
[null,"","\"Market Disruption Event\" means a \"Market Disruption Event\""]
[null,"","as defined in the Indenture."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE24"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement Terms."]
[]
[]
[]
[]
[null,"Settlement Method:","For any Option, Net Share Settlement; provided that if the"]
[null,"","Relevant Settlement Method set forth below for such Option"]
[null,"","is not Net Share Settlement, then the Settlement Method for"]
[null,"","such Option shall be such Relevant Settlement Method, but"]
[null,"","only if Counterparty or Trustee (or other agent authorized"]
[null,"","by Counterparty and previously identified to Dealer by"]
[null,"","Counterparty in writing) on behalf of Counterparty shall"]
[null,"","have notified Dealer of the Relevant Settlement Method in"]
[null,"","the Notice of Exercise or Notice of Final Settlement Method,"]
[null,"","as applicable, for such Option."]
[null,"Relevant Settlement","In respect of any Option:"]
[null,"Method:"]
[null,"","(i) if Counterparty has not elected to settle all or any"]
[null,"","portion of its conversion obligations in respect of the"]
[null,"","related Convertible Note in excess of the principal amount"]
[null,"","in cash, either by specifying a Cash Percentage of 0% or not"]
[null,"","timely specifying a Cash Percentage, in each case pursuant"]
[null,"","to Section 14.02(a)(iii) of the Indenture, then the Relevant"]
[null,"","Settlement Method for such Option shall be Net Share"]
[null,"","Settlement;"]
[null,"","(ii) if Counterparty has elected to settle its conversion"]
[null,"","obligations in respect of the related Convertible Note in"]
[null,"","excess of its principal amount in a combination of cash and"]
[null,"","Shares by specifying a Cash Percentage less than 100% but"]
[null,"","greater than 0% pursuant to Section 14.02(a)(iii) of the"]
[null,"","Indenture, then the Relevant Settlement Method for such"]
[null,"","Option shall be Combination Settlement; and"]
[null,"","(iii) if Counterparty has elected to settle its conversion"]
[null,"","obligations in respect of the related Convertible Note in"]
[null,"","excess of its principal amount entirely in cash pursuant to"]
[null,"","Section 14.02(a)(iii) of the Indenture (such settlement"]
[null,"","method, \"Settlement in Cash\"), then the Relevant Settlement"]
[null,"","Method for such Option shall be Cash Settlement."]
[null,"Net Share","If Net Share Settlement is applicable to any Option"]
[null,"Settlement:","exercised or deemed exercised hereunder, Dealer will deliver"]
[null,"","to Counterparty, on the relevant Settlement Date for each"]
[null,"","such Option, a number of Shares (the \"Net Share Settlement"]
[null,"","Amount\") equal to the sum, for each Valid Day during the"]
[null,"","Settlement Averaging Period for each such Option, of (i)"]
[null,"","(a) the Daily Option Value for such Valid Day, divided by"]
[null,"","(b) the Relevant Price on such Valid Day, divided by (ii)"]
[null,"","the number of Valid Days in the Settlement Averaging Period;"]
[null,"","provided that in no event shall the Net"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE25"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","provided that in no event shall the sum of (x) the"]
[null,"","Combination Settlement Cash Amount for any Option and (y)"]
[null,"","the Combination Settlement Share Amount for such Option"]
[null,"","multiplied by the Applicable Limit Price on the Settlement"]
[null,"","Date for such Option, exceed the Applicable Limit for such"]
[null,"","Option."]
[null,"","Dealer will pay cash in lieu of delivering any fractional"]
[null,"","Shares to be delivered with respect to any Combination"]
[null,"","Settlement Share Amount valued at the Relevant Price for the"]
[null,"","last Valid Day of the Settlement Averaging Period."]
[null,"Cash Settlement:","If Cash Settlement is applicable to any Option exercised or"]
[null,"","deemed exercised hereunder, in lieu of Section 8.1 of the"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE26"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","Equity Definitions, Dealer will pay to Counterparty, on the"]
[null,"","relevant Settlement Date for each such Option, an amount of"]
[null,"","cash (the \"Cash Settlement Amount\") equal to the sum, for"]
[null,"","each Valid Day during the Settlement Averaging Period for"]
[null,"","such Option, of (i) the Daily Option Value for such Valid"]
[null,"","Day, divided by (ii) the number of Valid Days in the"]
[null,"","Settlement Averaging Period; provided that in no event shall"]
[null,"","the Cash Settlement Amount exceed the Applicable Limit for"]
[null,"","such Option."]
[null,"Daily Option Value:","For any Valid Day, an amount equal to (i) the Option"]
[null,"","Entitlement on such Valid Day, multiplied by (ii) the"]
[null,"","Relevant Price on such Valid Day less the Strike Price on"]
[null,"","such Valid Day; provided that if the calculation contained"]
[null,"","in clause (ii) above results in a negative number, the Daily"]
[null,"","Option Value for such Valid Day shall be deemed to be"]
[null,"","zero. In no event will the Daily Option Value be less than"]
[null,"","zero."]
[null,"Make-Whole Adjustment:","Notwithstanding anything to the contrary herein, in respect"]
[null,"","of any exercise of Options relating to a conversion of"]
[null,"","Convertible Notes for which additional Shares will be added"]
[null,"","to the \"Conversion Rate\" (as defined in the Indenture) as"]
[null,"","determined pursuant to Section 14.03 of the Indenture, the"]
[null,"","Daily Option Value shall be calculated as if the Option"]
[null,"","Entitlement included the Applicable Percentage of the number"]
[null,"","of such additional Shares as determined with reference to"]
[null,"","the adjustment set forth in such Section 14.03 of the"]
[null,"","Indenture; provided that if the sum of (i) the product of"]
[null,"","(a) the number of Shares (if any) deliverable by Dealer to"]
[null,"","Counterparty per exercised Option and (b) the Applicable"]
[null,"","Limit Price on the Settlement Date and (ii) the amount of"]
[null,"","cash (if any) payable by Dealer to Counterparty per"]
[null,"","exercised Option would otherwise exceed the amount per"]
[null,"","Option, as determined by the Calculation Agent, that would"]
[null,"","be payable by Dealer under Section 6 of the Agreement if (x)"]
[null,"","the relevant Conversion Date were an Early Termination Date"]
[null,"","resulting from an Additional Termination Event with respect"]
[null,"","to which the Transaction was the sole Affected Transaction"]
[null,"","and Counterparty was the sole Affected Party and (y) Section"]
[null,"","14.03 of the Indenture were deleted, then each Daily Option"]
[null,"","Value shall be proportionately reduced to the extent"]
[null,"","necessary to eliminate such excess."]
[null,"Applicable Limit:","For any Option, an amount of cash equal to the Applicable"]
[null,"","Percentage multiplied by the excess of (i) the aggregate of"]
[null,"","(A) the amount of cash paid to the Holder of the related"]
[null,"","Convertible Note upon conversion of such Convertible Note"]
[null,"","and (B) the number of Shares, if any, delivered to the"]
[null,"","Holder of the related Convertible Note upon conversion of"]
[null,"","such Convertible Note multiplied by the Applicable Limit"]
[null,"","Price on the Settlement Date for such Option, over (ii)"]
[null,"","USD 1,000."]
[null,"Applicable Limit Price: On any day, the opening price as displayed under the heading",""]
[null,"","\"Op\" on Bloomberg page SMTC <equity> (or any successor"]
[null,"","thereto)."]

{"sheet":"TABLE27","index":27,"n_rows":26,"n_cols":3,"rows_kept":26,"cut":false,"hidden":false,"merged":[[11,1,11,2],[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE27"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Valid Day:","A \"Trading Day\", as defined in the last proviso at the end"]
[null,"","of the definition thereof in the Indenture."]
[null,"Scheduled Valid Day: A \"Scheduled Trading Day\" as defined in the Indenture.",""]
[null,"Business Day:","A \"Business Day\" as defined in the Indenture."]
[null,"Relevant Price:","On any Valid Day, the per Share volume-weighted average"]
[null,"","price as displayed under the heading \"Bloomberg VWAP\" on"]
[null,"","Bloomberg page SMTC <equity> AQR (or its equivalent"]
[null,"","successor if such page is not available) in respect of the"]
[null,"","period from the scheduled opening time of the Exchange to"]
[null,"","the Scheduled Closing Time of the Exchange on such Valid Day"]
[null,"","(or if such volume-weighted average price is unavailable at"]
[null,"","such time, the market value of one Share on such Valid Day,"]
[null,"","as determined by the Calculation Agent using, if"]
[null,"","practicable, a volume-weighted average method). The Relevant"]
[null,"","Price will be determined without regard to after-hours"]
[null,"","trading or any other trading outside of the regular trading"]
[null,"","session trading hours."]

{"sheet":"TABLE28","index":28,"n_rows":16,"n_cols":3,"rows_kept":16,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE28"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement Date:","For any Option, the second Business Day immediately"]
[null,"","following the final Valid Day of the Settlement Averaging"]
[null,"","Period for such Option."]
[null,"Settlement Currency: USD"]
[null,"Other Applicable","The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the"]
[null,"Provisions:","Equity Definitions will be applicable, except that all"]
[null,"","references in such provisions to \"Physically-settled\" shall"]

{"sheet":"TABLE29","index":29,"n_rows":26,"n_cols":3,"rows_kept":26,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE29"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","be read as references to \"Share Settled\". \"Share Settled\" in"]
[null,"","relation to any Option means that Net Share Settlement or"]
[null,"","Combination Settlement is applicable to that Option."]
[null,"Representation and","Notwithstanding anything to the contrary in the Equity"]
[null,"Agreement:","Definitions (including, but not limited to, Section 9.11"]
[null,"","thereof), the parties acknowledge that (i) any Shares"]
[null,"","delivered to Counterparty shall be, upon delivery, subject"]
[null,"","to restrictions and limitations arising from Counterparty's"]
[null,"","status as issuer of the Shares under applicable securities"]
[null,"","laws, (ii) Dealer may deliver any Shares required to be"]
[null,"","delivered hereunder in certificated form in lieu of delivery"]
[null,"","through the Clearance System, (iii) any Shares delivered to"]
[null,"","Counterparty may be \"restricted securities\" (as defined in"]
[null,"","Rule 144 under the Securities Act of 1933, as amended (the"]
[null,"","\"Securities Act\")) and (iv) the Representation and Agreement"]
[null,"","contained in Section 9.11 of the Equity Definitions shall be"]
[null,"","deemed modified accordingly."]

{"sheet":"TABLE30","index":30,"n_rows":40,"n_cols":3,"rows_kept":40,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE30"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Events:","\"Potential Adjustment Event\" means an occurrence of any"]
[null,"","event or condition, as set forth in any Dilution Adjustment"]
[null,"","Provision, that would result in an adjustment under the"]
[null,"","Indenture to the \"Conversion Rate\" or the composition of a"]
[null,"","\"unit of Reference Property\" or to any \"Last Reported Sale"]
[null,"","Price\", \"Daily VWAP,\" \"Daily Conversion Value,\" \"Daily Net"]
[null,"","Settlement Amounts\" or \"Daily Settlement Amount\" (each as"]
[null,"","defined in the Indenture). For the avoidance of doubt,"]
[null,"","Dealer shall not have any delivery or payment obligation"]
[null,"","hereunder, and no adjustment shall be made to the terms of"]
[null,"","the Transaction, on account of (x) any distribution of cash,"]
[null,"","property or securities by Counterparty to holders of the"]
[null,"","Convertible Notes (upon conversion or otherwise) or (y) any"]
[null,"","other transaction in which holders of the Convertible Notes"]
[null,"","are entitled to participate, in each case, in lieu of an"]
[null,"","adjustment under the Indenture of the type referred to in"]
[null,"","the immediately preceding sentence (including, without"]
[null,"","limitation, pursuant to the fourth sentence of Section"]
[null,"","14.04(c) of the Indenture or the fourth sentence of Section"]
[null,"","14.04(d) of the Indenture)."]
[null,"Method of","Calculation Agent Adjustment, which means that,"]
[null,"Adjustment:","notwithstanding Section 11.2(c) of the Equity Definitions,"]
[null,"","upon any Potential Adjustment Event, the Calculation Agent,"]
[null,"","in a commercially reasonable manner, shall make a"]
[null,"","corresponding adjustment to any one or more of the Strike"]
[null,"","Price, Option Entitlement and any other variable relevant to"]
[null,"","the exercise, settlement or payment for the Transaction to"]
[null,"","the extent an analogous adjustment is required to be made"]
[null,"","pursuant to the Indenture in connection with such Potential"]
[null,"","Adjustment Event."]
[null,"","Notwithstanding the foregoing and \"Consequences of Merger"]

{"sheet":"TABLE31","index":31,"n_rows":21,"n_cols":3,"rows_kept":21,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE31"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","(c), a \"Potential Adjustment Event Change\") then, in each"]
[null,"","case, the Calculation Agent shall, acting in good faith and"]
[null,"","in a commercially reasonable manner, adjust any variable"]
[null,"","relevant to the exercise, settlement or payment for the"]
[null,"","Transaction as appropriate to reflect the costs (including,"]
[null,"","but not limited to, hedging mismatches and market losses)"]
[null,"","and reasonable out-of-pocket expenses incurred by Dealer in"]
[null,"","connection with its commercially reasonable hedging"]
[null,"","activities as a result of such Potential Adjustment Event"]
[null,"","Change."]
[null,"Dilution Adjustment","Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05"]
[null,"Provisions:","of the Indenture."]

{"sheet":"TABLE32","index":32,"n_rows":48,"n_cols":3,"rows_kept":48,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE32"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Merger Events:","Applicable; provided that notwithstanding Section 12.1(b) of"]
[null,"","the Equity Definitions, which shall not apply with respect"]
[null,"","to the Transaction, a \"Merger Event\" means the occurrence of"]
[null,"","any event or condition set forth in the definition of \"Share"]
[null,"","Exchange Event\" in Section 14.07 of the Indenture."]
[null,"Tender Offers:","Applicable; provided that notwithstanding Section 12.1(d) of"]
[null,"","the Equity Definitions, which shall not apply with respect"]
[null,"","to the Transaction, a \"Tender Offer\" means the occurrence of"]
[null,"","any event or condition set forth in Section 14.04(e) of the"]
[null,"","Indenture."]
[null,"Consequences of"]
[null,"Merger Events /"]
[null,"Tender Offers:","Notwithstanding Section 12.2 and Section 12.3 of the Equity"]
[null,"","Definitions, upon the occurrence of a Merger Event or a"]
[null,"","Tender Offer, the Calculation Agent, in a commercially"]
[null,"","reasonable manner, shall make a corresponding adjustment in"]
[null,"","respect of any adjustment under the Indenture to any one or"]
[null,"","more of the nature of the Shares (in the case of a Merger"]
[null,"","Event), Strike Price, Number of Options, Option Entitlement"]
[null,"","and any other variable relevant to the exercise, settlement"]
[null,"","or payment for the Transaction to the extent an analogous"]
[null,"","adjustment is required to be made pursuant to the Indenture"]
[null,"","in connection with such Merger Event or Tender Offer, as the"]
[null,"","case may be, subject to the second paragraph under \"Method"]
[null,"","of Adjustment\"; provided, however, that no adjustment shall"]
[null,"","be made in respect of any adjustment to the Conversion Rate"]
[null,"","pursuant to any Excluded Provision; provided further that"]
[null,"","if, with respect to a Merger Event or a Tender Offer, (i)"]
[null,"","the consideration for the Shares includes (or, at the option"]
[null,"","of a holder of Shares, may include) shares of an entity or"]
[null,"","person that is not a corporation or is not organized under"]
[null,"","the laws of the United States, any State thereof or the"]
[null,"","District of Columbia, (ii) the Counterparty to the"]
[null,"","Transaction following such Merger Event or Tender Offer will"]
[null,"","not be a United States person (as defined in the Internal"]
[null,"","Revenue Code of 1986, as amended (the \"Code\")), (iii) the"]
[null,"","Counterparty to the Transaction following such Merger Event"]
[null,"","or Tender Offer will not be Issuer or a wholly owned"]
[null,"","subsidiary of Issuer whose obligations under the"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE33"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"","Transaction are fully and unconditionally guaranteed by"]
[null,"","Issuer or (iv) the Counterparty to the Transaction following"]
[null,"","such Merger Event or Tender Offer will not be a corporation,"]
[null,"","then, in any such case, Cancellation and Payment"]
[null,"","(Calculation Agent Determination) may apply in Dealer's"]
[null,"","reasonable discretion."]
[null,"Nationalization,","Cancellation and Payment (Calculation Agent Determination);"]
[null,"Insolvency or","provided that, in addition to the provisions of Section"]
[null,"Delisting:","12.6(a)(iii) of the Equity Definitions, it will also"]
[null,"","constitute a Delisting if the Exchange is located in the"]
[null,"","United States and the Shares are not immediately re-listed,"]
[null,"","re-traded or re-quoted on any of The New York Stock"]
[null,"","Exchange, The Nasdaq Global Select Market or The Nasdaq"]
[null,"","Global Market (or their respective successors); if the"]
[null,"","Shares are immediately re-listed, re-traded or re-quoted on"]
[null,"","any of The New York Stock Exchange, The Nasdaq Global Select"]
[null,"","Market or The Nasdaq Global Market (or their respective"]
[null,"","successors), such exchange or quotation system shall"]
[null,"","thereafter be deemed to be the Exchange."]
[null,"Restrictions on","Notwithstanding anything to the contrary in the Equity"]
[null,"Adjustments:","Definitions or this Confirmation, none of the events for"]
[null,"","which Section 14.04(h) of the Indenture specifies that no"]
[null,"","adjustment to the \"Conversion Rate\" (as defined in the"]
[null,"","Indenture) shall be made will constitute a Potential"]
[null,"","Adjustment Event, Merger Event or Tender Offer, and no"]
[null,"","adjustment will be made to the Transaction in connection"]
[null,"","with any such event pursuant to the Equity Definitions (as"]
[null,"","amended by this Confirmation) or otherwise."]
[null,"Additional"]
[null,"Disruption Events:"]
[null,"Change in Law:","Applicable; provided that Section 12.9(a)(ii) of the Equity"]
[null,"","Definitions is hereby amended by (i) replacing the phrase"]
[null,"","\"the interpretation\" in the third line thereof with the"]
[null,"","phrase \", or the public announcement of, the formal or"]
[null,"","informal interpretation\", (ii) replacing the word \"Shares\""]
[null,"","with the phrase \"Hedge Positions\" in clause (X) thereof, and"]
[null,"","(iii) inserting the parenthetical \"(including, for the"]
[null,"","avoidance of doubt and without limitation, (x) any tax law"]
[null,"","or (y) adoption or promulgation of new regulations"]
[null,"","authorized or mandated by existing statute)\" at the end of"]
[null,"","clause (A) thereof. Notwithstanding anything to the contrary"]
[null,"","in the Equity Definitions, a Change in Law described in"]
[null,"","clause (Y) of Section 12.9(a)(ii) of the Equity Definitions"]
[null,"","shall not constitute a Change in Law and instead shall"]
[null,"","constitute an Increased Cost of Hedging as described in"]
[null,"","Section 12.9(a)(vi) of the Equity Definitions, and any such"]
[null,"","determination of a Change in Law shall be consistently"]
[null,"","applied by the Determining Party across transactions similar"]
[null,"","to the Transaction and for counterparties similar to"]
[null,"","Counterparty."]
[null,"Failure to Deliver:","Applicable"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE34"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Increased Cost of","Applicable solely with respect to a \"Change in Law\""]
[null,"Hedging:","described in clause (Y) of Section 12.9(a)(ii) of the Equity"]
[null,"","Definitions as set forth in the last sentence opposite the"]
[null,"","caption \"Change in Law\" above (which determination shall be"]
[null,"","consistently applied by the Determining Party across"]
[null,"","transactions similar to the Transaction and for"]
[null,"","counterparties similar to Counterparty)."]
[null,"Hedging Party:","For all applicable Additional Disruption Events, Dealer."]
[null,"Determining Party:","For all applicable Extraordinary Events, Dealer."]
[null,"","Following any determination by the Determining Party"]
[null,"","hereunder and a written request by Counterparty, the"]
[null,"","Determining Party shall promptly (but in any event within"]
[null,"","five Scheduled Trading Days) provide to Counterparty by"]
[null,"","e-mail to the e-mail address provided by Counterparty a"]
[null,"","written explanation and report (in a commonly used file"]
[null,"","format for the storage and manipulation of financial data)"]
[null,"","describing in reasonable detail any determination made by it"]
[null,"","(including, as applicable, any quotations, market data,"]
[null,"","information from internal sources used in making such"]
[null,"","determinations, descriptions of the methodology and any"]
[null,"","assumptions and basis used in making such determination), it"]
[null,"","being understood that the Determining Party shall not be"]
[null,"","obligated to disclose any proprietary or confidential models"]
[null,"","or proprietary or confidential information used by it for"]
[null,"","such determination. All calculations, adjustments and"]
[null,"","determinations by Dealer acting in its capacity as the"]
[null,"","Determining Party shall be made in good faith and in a"]
[null,"","commercially reasonable manner."]
[null,"Non-Reliance:","Applicable"]
[null,"Agreements and"]
[null,"Acknowledgments"]
[null,"Regarding Hedging","Applicable"]
[null,"Activities:"]
[null,"Additional","Applicable"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE35"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Acknowledgments:"]
[]
[]
[null,"","14"]
[]
[]
[]
[null,"Hedging Adjustment:","For the avoidance of doubt, whenever Dealer, Determining"]
[null,"","Party or the Calculation Agent is permitted to make an"]
[null,"","adjustment pursuant to the terms of this Confirmation or"]
[null,"","the Equity Definitions to take into account the effect"]
[null,"","of any event (other than an adjustment made by reference"]
[null,"","to the Indenture), the Calculation Agent, Determining"]
[null,"","Party or Dealer, as the case may be, shall make such"]
[null,"","adjustment in a commercially reasonable manner and by"]
[null,"","reference to the effect of such event on Dealer assuming"]
[null,"","that Dealer maintains a commercially reasonable hedge"]
[null,"","position."]

{"sheet":"TABLE36","index":36,"n_rows":42,"n_cols":3,"rows_kept":42,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE36"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Share Termination","If applicable, Dealer shall deliver to Counterparty the"]
[null,"Alternative:","Share Termination Delivery Property on, or within a"]
[null,"","commercially reasonable period of time after, the date when"]
[null,"","the relevant Payment Obligation would otherwise be due"]
[null,"","pursuant to Section 12.7 or 12.9 of the Equity Definitions"]
[null,"","or Section 6(d)(ii) and 6(e) of the Agreement, as"]
[null,"","applicable, in satisfaction of such Payment Obligation in"]
[null,"","the manner reasonably requested by Counterparty free of"]
[null,"","payment."]
[null,"Share Termination","A number of Share Termination Delivery Units, as calculated"]
[null,"Delivery Property:","by the Calculation Agent, equal to the Payment Obligation"]
[null,"","divided by the Share Termination Unit Price. The Calculation"]
[null,"","Agent shall adjust the Share Termination Delivery Property"]
[null,"","by replacing any fractional portion of a security therein"]
[null,"","with an amount of cash equal to the value of such fractional"]
[null,"","security based on the values used to calculate the Share"]
[null,"","Termination Unit Price."]
[null,"Share Termination","The value of property contained in one Share Termination"]
[null,"Unit Price:","Delivery Unit, as determined by the Calculation Agent in its"]
[null,"","discretion by commercially reasonable means and notified by"]
[null,"","the Calculation Agent to Dealer at the time of notification"]
[null,"","of the Payment Obligation. For the avoidance of doubt, the"]
[null,"","parties agree that in determining the Share Termination"]
[null,"","Delivery Unit Price the Calculation Agent may consider the"]
[null,"","purchase price paid in connection with the purchase of Share"]
[null,"","Termination Delivery Property that was purchased in"]
[null,"","connection with the delivery of the Share Termination"]
[null,"","Delivery Units."]
[null,"Share Termination","One Share or, if the Shares have changed into cash or any"]
[null,"Delivery Unit:","other property or the right to receive cash or any other"]
[null,"","property as the result of a Nationalization, Insolvency or"]
[null,"","Merger Event (any such cash or other property, the \"Exchange"]
[null,"","Property\"), a unit consisting"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE37"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Other applicable","If Share Termination Alternative is applicable, the"]
[null,"provisions:","provisions of Sections 9.8, 9.9 and 9.11 (as modified above)"]
[null,"","of the Equity Definitions and the provisions set forth"]
[null,"","opposite the caption \"Representation and Agreement\" in"]
[null,"","Section ?2 will be applicable, except that all references in"]
[null,"","such provisions to \"Physically-settled\" shall be read as"]
[null,"","references to \"Share Termination Settled\" and all references"]
[null,"","to \"Shares\" shall be read as references to \"Share"]
[null,"","Termination Delivery Units\". \"Share Termination Settled\" in"]
[null,"","relation to the Transaction means that the Share Termination"]
[null,"","Alternative is applicable to the Transaction."]

{"sheet":"TABLE38","index":38,"n_rows":29,"n_cols":3,"rows_kept":29,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE38"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"General Terms."]
[]
[]
[]
[null,"Trade Date:","[  ], 2022"]
[]
[null,"Effective","With respect to Sections 9(g) and 9(w) of this Confirmation, the"]
[null,"Date:","Trade Date; otherwise, the Premium Payment Date"]
[]
[null,"Warrants:","Equity call warrants, each giving the holder the right to purchase"]
[null,"","a number of Shares equal to the Warrant Entitlement at a price per"]
[null,"","Share equal to the Strike Price, subject to the terms set forth"]
[null,"","under the caption \"Settlement Terms\" below. For the purposes of the"]
[null,"","Equity Definitions, each reference to a Warrant herein shall be"]
[null,"","deemed to be a reference to a Call Option."]
[]
[null,"Warrant","European"]
[null,"Style:"]
[]
[null,"Seller:","Company"]

{"sheet":"TABLE39","index":39,"n_rows":43,"n_cols":3,"rows_kept":43,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE39"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Buyer:","Dealer"]
[]
[null,"Shares:","The common stock of Company, par value USD 0.01 per share"]
[null,"","(Exchange symbol \"SMTC\")"]
[]
[null,"Number of","[ ]. For the avoidance of doubt, the Number of Warrants shall be"]
[null,"Warrants:","reduced by any Warrants exercised or deemed exercised"]
[null,"","hereunder. In no event will the Number of Warrants be less than"]
[null,"","zero."]
[]
[null,"Warrant","One Share per Warrant"]
[null,"Entitlement:"]
[]
[null,"Strike Price:","USD 51.1525."]
[]
[null,"","Notwithstanding anything to the contrary in the Agreement, this"]
[null,"","Confirmation or the Equity Definitions, in no event shall the"]
[null,"","Strike Price be subject to adjustment to the extent that, after"]
[null,"","giving effect to such adjustment, the Strike Price would be less"]
[null,"","than USD 29.23, except for any adjustment pursuant to the terms"]
[null,"","of this Confirmation and the Equity Definitions in connection"]
[null,"","with stock splits or similar changes to Company's"]
[null,"","capitalization."]
[]
[null,"Premium:","USD [ ]"]
[]
[null,"Premium","[ ], 2022"]
[null,"Payment Date:"]
[]
[null,"Exchange:","The Nasdaq Global Select Market"]
[]
[null,"Related","All Exchanges; provided that Section 1.26 of the Equity"]
[null,"Exchange(s):","Definitions shall be amended to add the words \"United States\""]
[null,"","before the word \"exchange\" in the tenth line of such Section."]

{"sheet":"TABLE40","index":40,"n_rows":34,"n_cols":3,"rows_kept":34,"cut":false,"hidden":false,"merged":[[9,1,9,2],[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE40"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Procedures for Exercise.",""]
[]
[]
[]
[null,"Expiration","The Valuation Time"]
[null,"Time:"]
[]
[null,"Expiration","Each Scheduled Trading Day during the period from, and including,"]
[null,"Dates:","the First Expiration Date to, but excluding, the 120th Scheduled"]
[null,"","Trading Day following the First Expiration Date shall be an"]
[null,"","\"Expiration Date\" for a number of Warrants equal to the Daily"]
[null,"","Number of Warrants on such date; provided that, notwithstanding"]
[null,"","anything to the contrary in the Equity Definitions, if any such"]
[null,"","date is a Disrupted Day, the Calculation Agent shall, in good faith"]
[null,"","and in a commercially reasonable manner, make adjustments, if"]
[null,"","applicable, to the Daily Number of Warrants or shall reduce such"]
[null,"","Daily Number of Warrants to zero for which such day shall be an"]
[null,"","Expiration Date and shall designate a Scheduled Trading Day or a"]
[null,"","number of Scheduled Trading Days as the Expiration Date(s) for the"]
[null,"","remaining Daily Number of Warrants or a portion thereof for the"]
[null,"","originally scheduled Expiration Date; and provided further that if"]
[null,"","such Expiration Date has not occurred pursuant to this clause as of"]
[null,"","the eighth Scheduled Trading Day following the last scheduled"]
[null,"","Expiration Date under the Transaction, then such Scheduled Trading"]
[null,"","Day shall be deemed to be an Expiration Date for the relevant Daily"]

{"sheet":"TABLE41","index":41,"n_rows":33,"n_cols":3,"rows_kept":33,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE41"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"First","February 1, 2028 (or if such day is not a Scheduled Trading Day,"]
[null,"Expiration","the next following Scheduled Trading Day), subject to Market"]
[null,"Date:","Disruption Event below."]
[]
[null,"Daily Number","For any Expiration Date, the Number of Warrants that have not"]
[null,"of Warrants:","expired or been exercised as of such day, divided by the"]
[null,"","remaining number of Expiration Dates (including such day),"]
[null,"","rounded down to the nearest whole number, subject to adjustment"]
[null,"","pursuant to the provisos to \"Expiration Dates\"."]
[]
[null,"Automatic","Applicable; and means that for each Expiration Date, a number of"]
[null,"Exercise:","Warrants equal to the Daily Number of Warrants for such"]
[null,"","Expiration Date will be deemed to be automatically exercised at"]
[null,"","the Expiration Time on such Expiration Date."]
[]
[null,"Market","Section 6.3(a) of the Equity Definitions is hereby amended by"]
[null,"Disruption","replacing clause (ii) in its entirety with \"(ii) an Exchange"]
[null,"Event:","Disruption, or\" and inserting immediately following clause (iii)"]
[null,"","the phrase \"; in each case that the Calculation Agent determines"]
[null,"","is material.\""]
[]
[null,"","Section 6.3(d) of the Equity Definitions is hereby amended by"]
[null,"","deleting the remainder of the provision following the words"]
[null,"","\"Scheduled Closing Time\" in the fourth line thereof."]

{"sheet":"TABLE42","index":42,"n_rows":18,"n_cols":3,"rows_kept":18,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE42"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Valuation Terms."]
[]
[]
[]
[null,"Valuation","Scheduled Closing Time; provided that if the principal trading"]
[null,"Time:","session is extended, the Calculation Agent shall determine the"]
[null,"","Valuation Time in its reasonable discretion."]
[]
[null,"Valuation","Each Exercise Date."]

{"sheet":"TABLE43","index":43,"n_rows":28,"n_cols":3,"rows_kept":28,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE43"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement Terms."]
[]
[]
[]
[null,"Settlement","Applicable; provided that (i) references to \"Physical Settlement\""]
[null,"Method","in Section 7.1 of the Equity Definitions shall be replaced by"]
[null,"Election:","references to \"Net Share Settlement\"; (ii) Company may elect Cash"]
[null,"","Settlement only if Company represents and warrants to Dealer in"]
[null,"","writing on the date of such election that (A) Company is not in"]
[null,"","possession of any material non-public information regarding Company"]
[null,"","or the Shares, (B) Company is electing Cash Settlement in good"]
[null,"","faith and not as part of a plan or scheme to evade compliance with"]
[null,"","the federal securities laws, (C) the assets of Company at their"]
[null,"","fair valuation exceed the liabilities of Company (including"]
[null,"","contingent liabilities), the capital of Company is adequate to"]
[null,"","conduct the business of Company, and Company has the ability to pay"]
[null,"","its debts and obligations as such debts mature and does not intend"]
[null,"","to, or does not believe that it will, incur debt beyond its ability"]
[null,"","to"]

{"sheet":"TABLE44","index":44,"n_rows":33,"n_cols":3,"rows_kept":33,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE44"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Electing","Company"]
[null,"Party:"]
[]
[null,"Settlement","The third Scheduled Trading Day immediately preceding the First"]
[null,"Method","Expiration Date."]
[null,"Election Date:"]
[]
[null,"Default","Net Share Settlement"]
[null,"Settlement"]
[null,"Method:"]
[]
[null,"Net Share","If Net Share Settlement is applicable, then on the relevant"]
[null,"Settlement:","Settlement Date, Company shall deliver to Dealer a number of"]
[null,"","Shares equal to the Share Delivery Quantity for such Settlement"]
[null,"","Date to the account specified herein free of payment through the"]
[null,"","Clearance System, and Dealer shall be treated as the holder of"]
[null,"","record of such Shares at the time of delivery of such Shares or,"]
[null,"","if earlier, at 5:00 p.m. (New York City time) on such Settlement"]
[null,"","Date, and Company shall pay to Dealer cash in lieu of any"]
[null,"","fractional Share based on the Settlement Price on the relevant"]
[null,"","Valuation Date."]
[]
[null,"Share Delivery","For any Settlement Date, a number of Shares, as calculated by"]
[null,"Quantity:","the Calculation Agent, equal to the Net Share Settlement"]

{"sheet":"TABLE45","index":45,"n_rows":60,"n_cols":3,"rows_kept":60,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE45"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Net Share","For any Settlement Date, an amount equal to the product of (i)"]
[null,"Settlement","the number of Warrants exercised or deemed exercised on the"]
[null,"Amount:","relevant Exercise Date, (ii) the Strike Price Differential for"]
[null,"","the relevant Valuation Date and (iii) the Warrant Entitlement."]
[]
[null,"Cash","If Cash Settlement is applicable, on the relevant Settlement"]
[null,"Settlement:","Date, Company shall pay to Dealer an amount of cash in USD"]
[null,"","equal to the Net Share Settlement Amount for such Settlement"]
[null,"","Date."]
[]
[null,"Settlement","For any Valuation Date, the per Share volume-weighted average"]
[null,"Price:","price as displayed under the heading \"Bloomberg VWAP\" on"]
[null,"","Bloomberg page SMTC <equity> AQR (or any successor thereto) in"]
[null,"","respect of the period from the scheduled opening time of the"]
[null,"","Exchange to the Scheduled Closing Time on such Valuation Date"]
[null,"","(or if such volume-weighted average price is unavailable or"]
[null,"","manifestly incorrect, the market value of one Share on such"]
[null,"","Valuation Date, as determined by the Calculation"]
[null,"","Agent). Notwithstanding the foregoing, if (i) any Expiration"]
[null,"","Date is a Disrupted Day and (ii) the Calculation Agent"]
[null,"","determines that such Expiration Date shall be an Expiration"]
[null,"","Date for fewer than the Daily Number of Warrants, as described"]
[null,"","above, then the Settlement Price for the relevant Valuation"]
[null,"","Date shall be the volume-weighted average price per Share on"]
[null,"","such Valuation Date on the Exchange, as determined by the"]
[null,"","Calculation Agent based on such sources as it deems appropriate"]
[null,"","using a volume-weighted methodology, for the portion of such"]
[null,"","Valuation Date for which the Calculation Agent determines there"]
[null,"","is no Market Disruption Event."]
[]
[null,"Settlement","As determined pursuant to Section 9.4 of the Equity"]
[null,"Dates:","Definitions, subject to Section 9(k)(i) hereof; provided that"]
[null,"","Section 9.4 of the Equity Definitions is hereby amended by (i)"]
[null,"","inserting the words \"or cash\" immediately following the word"]
[null,"","\"Shares\" in the first line thereof and (ii) inserting the words"]
[null,"","\"for the Shares\" immediately following the words \"Settlement"]
[null,"","Cycle\" in the second line thereof."]
[]
[null,"Other","If Net Share Settlement is applicable, the provisions of"]
[null,"Applicable","Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity"]
[null,"Provisions:","Definitions will be applicable, except that all references in"]
[null,"","such provisions to \"Physically-settled\" shall be read as"]
[null,"","references to \"Net Share Settled.\" \"Net Share Settled\" in"]
[null,"","relation to any Warrant means that Net Share Settlement is"]
[null,"","applicable to that Warrant."]
[]
[null,"Representation","Notwithstanding Section 9.11 of the Equity Definitions, the"]
[null,"and Agreement:","parties acknowledge that any Shares delivered to Dealer may be,"]
[null,"","upon delivery, subject to restrictions and limitations arising"]
[null,"","from Company's status as issuer of the Shares under applicable"]
[null,"","securities laws."]

{"sheet":"TABLE46","index":46,"n_rows":38,"n_cols":3,"rows_kept":38,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE46"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Method of","Calculation Agent Adjustment, except that any adjustment in respect"]
[null,"Adjustment:","of a Potential Adjustment Event shall be made in a commercially"]
[null,"","reasonable manner; provided that the parties agree that (x) open"]
[null,"","market Share repurchases at prevailing market prices or (y)"]
[null,"","accelerated share repurchases, forward contracts or similar"]
[null,"","transactions (at, or at a commercially reasonable adjustment in"]
[null,"","relation to, prevailing market prices) that are entered into in"]
[null,"","accordance with customary, arm's length terms for transactions of"]
[null,"","such type to repurchase the Shares (and, in the case of this clause"]
[null,"","(y), through a nationally recognized financial institution), shall"]
[null,"","not be considered a Potential Adjustment Event as long as either"]
[null,"","(i) the aggregate number of Shares so repurchased for clauses (x)"]
[null,"","and (y) does not exceed 20 % of the total number of Shares"]
[null,"","outstanding as of the Trade Date or (ii) the aggregate number of"]
[null,"","Shares repurchased during any twelve-month period during the term"]
[null,"","of the Transaction pursuant to all such transactions described in"]
[null,"","clauses (x) and (y) would not exceed 10% of the number of Shares"]
[null,"","outstanding as of the Trade Date, each as determined by Calculation"]
[null,"","Agent in a commercially reasonable manner and as adjusted by the"]
[null,"","Calculation Agent to account for any subdivision or combination"]
[null,"","with respect to the Shares. For the avoidance of doubt, in making"]
[null,"","any adjustments under the Equity Definitions, the Calculation Agent"]
[null,"","may make adjustments, if any, to any one or more of the Strike"]
[null,"","Price, the Number of Warrants, the Daily Number of Warrants and the"]
[null,"","Warrant Entitlement. Notwithstanding the foregoing, any cash"]
[null,"","dividends or distributions on the Shares, whether or not"]
[null,"","extraordinary, shall be governed by Section 9(g) of this"]
[null,"","Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity"]
[null,"","Definitions."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE47"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"New Shares:","Section 12.1(i) of the Equity Definitions is hereby amended (a) by"]
[null,"","deleting the text in clause (i) thereof in its entirety (including"]
[null,"","the word \"and\" following clause (i)) and replacing it with the"]
[null,"","phrase \"publicly quoted, traded or listed (or whose related"]
[null,"","depositary receipts are publicly quoted, traded or listed) on any"]
[null,"","of The New York Stock Exchange, The Nasdaq Global Select Market or"]
[null,"","The Nasdaq Global Market (or their respective successors)\" and (b)"]
[null,"","by inserting immediately prior to the period the phrase \"and (iii)"]
[null,"","of an entity or person that is a corporation organized under the"]
[null,"","laws of the United States, any State thereof or the District of"]
[null,"","Columbia that (x) also becomes Company under the Transaction or (y)"]
[null,"","wholly owns Company and fully and unconditionally guarantees"]
[null,"","Company's obligations under the Transaction, in either case,"]
[null,"","following such Merger Event or Tender Offer\"."]

{"sheet":"TABLE48","index":48,"n_rows":27,"n_cols":2,"rows_kept":27,"cut":false,"hidden":false,"merged":[[0,0,0,1],[1,0,1,1],[2,0,2,1],[3,0,3,1],[4,0,4,1],[5,0,5,1],[6,0,6,1],[7,0,7,1],[8,0,8,1]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE48"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Consequence of Merger Events:"]
[]
[]
[]
[null,"Merger     Applicable, except that any adjustment in respect of a Merger Event"]
[null,"Event:     shall be made in a commercially reasonable manner; provided that if an"]
[null,"event occurs that constitutes both a Merger Event under Section"]
[null,"12.1(b) of the Equity Definitions and an Additional Termination Event"]
[null,"under Section 9(h)(ii)(B) of this Confirmation, the provisions of"]
[null,"Section 9(h)(ii)(B) will apply."]
[]
[]
[]
[null,"Share-for-Share:      Modified Calculation Agent Adjustment"]
[]
[null,"Share-for-Other:      Cancellation and Payment (Calculation Agent Determination)"]
[]
[null,"Share-for-Combined:   Component Adjustment"]

{"sheet":"TABLE49","index":49,"n_rows":51,"n_cols":2,"rows_kept":51,"cut":false,"hidden":false,"merged":[[0,0,0,1],[1,0,1,1],[2,0,2,1],[3,0,3,1],[4,0,4,1],[5,0,5,1],[6,0,6,1],[7,0,7,1],[8,0,8,1]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE49"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Consequence of Tender Offers:"]
[]
[]
[]
[null,"Tender     Applicable; provided that Section 12.1(d) of the Equity Definitions is"]
[null,"Offer:     hereby amended by replacing \"10%\" with \"20%\" in the third line"]
[null,"thereof; provided further that if an event occurs that constitutes"]
[null,"both a Tender Offer under Section 12.1(d) of the Equity Definitions"]
[null,"and Additional Termination Event under Section 9(h)(ii)(A) of this"]
[null,"Confirmation, the provisions of Section 9(h)(ii)(A) will apply."]
[]
[]
[]
[null,"Share-for-Share:      Modified Calculation Agent Adjustment"]
[]
[null,"Share-for-Other:      Modified Calculation Agent Adjustment"]
[]
[null,"Share-for-Combined:   Modified Calculation Agent Adjustment"]
[]
[]
[]
[null,"Consequences    Modified Calculation Agent Adjustment as set forth in Section"]
[null,"of              12.3(d) of the Equity Definitions, except that any adjustment in"]
[null,"Announcement    respect of an Announcement Event shall be made in a commercially"]
[null,"Events:         reasonable manner; provided that, in respect of an Announcement"]
[null,"Event, (x) references to \"Tender Offer\" shall be replaced by"]
[null,"references to \"Announcement Event\" and references to \"Tender"]
[null,"Offer Date\" shall be replaced by references to \"date of such"]
[null,"Announcement Event\", (y) the fifth and sixth lines shall be"]
[null,"deleted in their entirety and replaced with the words \"material"]
[null,"economic effect on the Warrants of such Announcement Event solely"]
[null,"to account for changes in volatility, expected dividends, stock"]
[null,"loan rate or liquidity relevant to the Shares or the Warrants\","]
[null,"and (z) for the avoidance of doubt, the Calculation Agent shall,"]
[null,"in good faith and in a commercially reasonable manner, determine"]
[null,"whether the relevant Announcement Event has had a material"]
[null,"economic effect on the Transaction (and, if so, shall adjust the"]
[null,"terms of the Transaction accordingly in a commercially reasonable"]
[null,"manner) on one or more occasions on or after the date of the"]
[null,"Announcement Event but no later than the Expiration Date, any"]
[null,"Early Termination Date and/or any other date of cancellation, it"]
[null,"being understood that (i) any adjustment in respect of an"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE50"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Announcement","(i) The public announcement by Issuer, any subsidiary of Issuer,"]
[null,"Event:","any affiliate of Issuer, any agent of Issuer, any Valid Third"]
[null,"","Party Entity or any agent or affiliate of a Valid Third Party"]
[null,"","Entity of (x) any transaction or event that, if completed, would"]
[null,"","constitute a Merger Event or Tender Offer, (y) any potential"]
[null,"","acquisition or disposition by Issuer and/or its subsidiaries where"]
[null,"","the aggregate consideration exceeds 35% of the market"]
[null,"","capitalization of Issuer as of the date of such announcement (an"]
[null,"","\"Acquisition Transaction\") or (z) the intention to enter into a"]
[null,"","Merger Event or Tender Offer or an Acquisition Transaction, (ii)"]
[null,"","the public announcement by Issuer of an intention to solicit or"]
[null,"","enter into, or to explore strategic alternatives or other similar"]
[null,"","undertaking that may include, a Merger Event or Tender Offer or an"]
[null,"","Acquisition Transaction or (iii) any subsequent public"]
[null,"","announcement (I) by Issuer, any subsidiary of Issuer, any"]
[null,"","affiliate of Issuer, any agent of Issuer, any Valid Third"]
[null,"","Party Entity or any agent or affiliate of a Valid Third Party"]
[null,"","Entity of a change to a transaction or intention that is the"]
[null,"","subject of an announcement of the type described in clause (i) of"]
[null,"","this sentence or (II) by Issuer of a change to an intention that"]
[null,"","is the subject of an announcement of the type described in clause"]
[null,"","(ii) of this sentence (in each case of (I) and (II) including,"]
[null,"","without limitation, a new announcement, by the entity making the"]
[null,"","previous announcement, relating to such a transaction or intention"]
[null,"","or the announcement of a withdrawal from, or the abandonment or"]
[null,"","discontinuation of, such a transaction or intention), as"]
[null,"","determined by the Calculation Agent in good faith and in a"]
[null,"","commercially reasonable manner; provided that no public"]
[null,"","announcement (regardless of the party making such announcement)"]
[null,"","relating to the proposed acquisition by Company of Sierra"]
[null,"","Wireless, Inc. shall constitute an Announcement Event. For the"]
[null,"","avoidance of doubt, the occurrence of an Announcement Event with"]
[null,"","respect to any transaction or intention shall not preclude the"]
[null,"","occurrence of a later Announcement Event with respect to such"]
[null,"","transaction or intention. For purposes of this definition of"]
[null,"","\"Announcement Event,\" the remainder of the definition of \"Merger"]
[null,"","Event\" in Section 12.1(b) of the Equity Definitions following the"]
[null,"","definition of \"Reverse Merger\" therein shall be disregarded."]
[]
[null,"Valid Third","In respect of any transaction, any third party that the"]
[null,"Party","Calculation Agent determines has a bona fide intent and capacity"]
[null,"Entity:","to enter into or consummate such transaction (it being understood"]
[null,"","and agreed that in determining whether"]

{"sheet":"TABLE51","index":51,"n_rows":22,"n_cols":3,"rows_kept":22,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE51"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Nationalization,","Cancellation and Payment (Calculation Agent Determination);"]
[null,"Insolvency or","provided that, in addition to the provisions of Section"]
[null,"Delisting:","12.6(a)(iii) of the Equity Definitions, it will also"]
[null,"","constitute a Delisting if the Exchange is located in the"]
[null,"","United States and the Shares are not immediately re-listed,"]
[null,"","re-traded or re-quoted on any of The New York Stock"]
[null,"","Exchange, The Nasdaq Global Select Market or The Nasdaq"]
[null,"","Global Market (or their respective successors); if the"]
[null,"","Shares are immediately re-listed, re-traded or re-quoted on"]
[null,"","any of The New York Stock Exchange, The Nasdaq Global Select"]
[null,"","Market or The Nasdaq Global Market (or their respective"]
[null,"","successors), such exchange or quotation system shall"]
[null,"","thereafter be deemed to be the Exchange."]

{"sheet":"TABLE52","index":52,"n_rows":39,"n_cols":3,"rows_kept":39,"cut":false,"hidden":false,"merged":[[9,1,9,2],[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE52"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Additional Disruption Events:",""]
[]
[]
[]
[null,"Change in","Applicable; provided that Section 12.9(a)(ii) of the Equity"]
[null,"Law:","Definitions is hereby amended by (i) replacing the phrase \"the"]
[null,"","interpretation\" in the third line thereof with the phrase \", or"]
[null,"","the public announcement of, the formal or informal"]
[null,"","interpretation\", (ii) replacing the word \"Shares\" with the phrase"]
[null,"","\"Hedge Positions\" in clause (X) thereof, and (iii) inserting the"]
[null,"","parenthetical \"(including, for the avoidance of doubt and without"]
[null,"","limitation, (x) any tax law or (y) adoption or promulgation of new"]
[null,"","regulations authorized or mandated by existing statute)\" at the"]
[null,"","end of clause (A) thereof. Notwithstanding anything to the"]
[null,"","contrary in the Equity Definitions, a Change in Law described in"]
[null,"","clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall"]
[null,"","not constitute a Change in Law and instead shall constitute an"]
[null,"","Increased Cost of Hedging as described in Section 12.9(a)(vi) of"]
[null,"","the Equity Definitions, and any such determination of a Change in"]
[null,"","Law shall be consistently applied by the Determining Party across"]
[null,"","transactions similar to the Transaction and for counterparties"]
[null,"","similar to Company."]
[]
[null,"Failure to","Not Applicable"]
[null,"Deliver:"]
[]
[null,"Insolvency","Applicable"]
[null,"Filing:"]
[]
[null,"Hedging","Applicable; provided that:"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE53"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Increased","Applicable solely with respect to a \"Change in Law\" described in"]
[null,"Cost of","clause (Y) of Section 12.9(a)(ii) of the Equity Definitions as set"]
[null,"Hedging:","forth in the last sentence opposite the caption \"Change in Law\""]
[null,"","above (which determination shall be consistently applied by the"]
[null,"","Determining Party across transactions similar to the Transaction"]
[null,"","and for counterparties similar to Company)."]
[]
[null,"Loss of","Applicable"]
[null,"Stock"]

{"sheet":"TABLE54","index":54,"n_rows":31,"n_cols":3,"rows_kept":31,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE54"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Hedging Party:","For all applicable Additional Disruption Events, Dealer."]
[]
[]
[]
[null,"Determining","For all applicable Extraordinary Events, Dealer. Following any"]
[null,"Party:","determination by the Determining Party hereunder and a written"]
[null,"","request by Company, the Determining Party shall promptly  (but in"]
[null,"","any event within five Scheduled Trading Days) provide to Company"]
[null,"","by e-mail to the e-mail address provided by Company a written"]
[null,"","explanation and report (in a commonly used file format for the"]
[null,"","storage and manipulation of financial data) describing in"]
[null,"","reasonable detail any determination made by it (including, as"]
[null,"","applicable, any quotations, market data, information from internal"]
[null,"","sources used in making such determinations, descriptions of the"]
[null,"","methodology and any assumptions and basis used in making such"]
[null,"","determination), it being understood that the Determining Party"]
[null,"","shall not be obligated to disclose any proprietary or confidential"]
[null,"","models or proprietary or confidential information used by it for"]
[null,"","such determination. All calculations, adjustments and"]
[null,"","determinations by Dealer acting in its capacity as the Determining"]
[null,"","Party shall be made in good faith and in a commercially reasonable"]
[null,"","manner."]

{"sheet":"TABLE55","index":55,"n_rows":50,"n_cols":3,"rows_kept":50,"cut":false,"hidden":false,"merged":[[0,0,0,2],[1,0,1,2],[2,0,2,2],[3,0,3,2],[4,0,4,2],[5,0,5,2],[6,0,6,2],[7,0,7,2],[8,0,8,2]],"flags":["formulas_cached_only"]}
["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE55"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Additional","Applicable"]
[null,"Acknowledgments:"]
[]
[null,"Hedging","For the avoidance of doubt, whenever Dealer, Determining"]
[null,"Adjustment:","Party or the Calculation Agent is permitted to make an"]
[null,"","adjustment pursuant to the terms of this Confirmation or the"]
[null,"","Equity Definitions to take into account the effect of any"]
[null,"","event, the Calculation Agent, Determining Party or Dealer,"]
[null,"","as the case may be, shall make such adjustment in a"]
[null,"","commercially reasonable manner and by reference to the"]
[null,"","effect of such event on Dealer assuming that Dealer"]
[null,"","maintains a commercially reasonable hedge position."]
[]
[]
[]
[]
[null,"4.  Calculation","Dealer, whose judgments, determinations and calculations shall be"]
[null,"Agent.","made in good faith and in a commercially reasonable manner;"]
[null,"","providedthat, following the occurrence and during the continuance"]
[null,"","of an Event of Default of the type described in Section 5(a)(vii)"]
[null,"","of the Agreement with respect to which Dealer is the sole"]
[null,"","Defaulting Party, Company shall have the right to designate a"]
[null,"","nationally recognized third-party dealer in over-the-counter"]
[null,"","corporate equity derivatives to act, during the period commencing"]
[null,"","on the date such Event of Default occurred and ending on the"]
[null,"","Early Termination Date with respect to such Event of Default (or,"]
[null,"","if earlier, the date on which such Event of Default is no longer"]
[null,"","continuing), as the Calculation Agent. Following any"]
[null,"","determination or calculation by the Calculation Agent hereunder,"]
[null,"","upon written request by Company, the Calculation Agent shall"]
[null,"","promptly (but in any event within five Scheduled Trading Days)"]
[null,"","provide to Company by e-mail to the e-mail address provided by"]
[null,"","Company in such request a report (in a commonly used file format"]
[null,"","for the storage and manipulation of financial data) displaying in"]
[null,"","reasonable detail the basis for such determination or calculation"]
[null,"","(including any assumptions used in making such determination or"]
[null,"","calculation), it being understood that the Calculation Agent"]
[null,"","shall not be obligated to disclose any proprietary or"]
[null,"","confidential models used by it for such determination or"]
[null,"","calculation or any information that may be proprietary or"]
[null,"","confidential."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE56"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Share","If applicable, Company shall deliver to Dealer the Share"]
[null,"Termination","Termination Delivery Property on the date (the \"Share"]
[null,"Alternative:","Termination Payment Date\") on which the Payment Obligation"]
[null,"","would otherwise be due pursuant to Section 12.7 or Section 12.9"]
[null,"","of the Equity Definitions or Section 6(d)(ii) of the Agreement,"]
[null,"","as applicable, subject to Section 9(k)(i) below, in"]
[null,"","satisfaction, subject to Section 9(k)(ii) below, of the"]
[null,"","relevant Payment Obligation, in the manner reasonably requested"]
[null,"","by Dealer free of payment."]
[]
[null,"Share","A number of Share Termination Delivery Units, as calculated by"]
[null,"Termination","the Calculation Agent, equal to the relevant Payment Obligation"]
[null,"Delivery","divided by the Share Termination Unit Price. The Calculation"]
[null,"Property:","Agent shall adjust the amount of Share Termination Delivery"]
[null,"","Property by replacing any fractional portion of a security"]
[null,"","therein with an amount of cash equal to the value of such"]
[null,"","fractional security based on the values used to calculate the"]
[null,"","Share Termination Unit Price (without giving effect to any"]
[null,"","discount pursuant to Section 9(k)(i))."]
[]
[null,"Share","The value of property contained in one Share Termination"]
[null,"Termination","Delivery Unit on the date such Share Termination Delivery Units"]
[null,"Unit Price:","are to be delivered as Share Termination Delivery Property, as"]
[null,"","determined by the Calculation Agent in its discretion by"]
[null,"","commercially reasonable means. In the case of a"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE57"]
["Form Type: 8-K"]
["Period End: Oct 06, 2022"]
["Date Filed: Oct 12, 2022"]
["Table Of Contents"]
[""]
[null,"Share","One Share or, if the Shares have changed into cash or any other"]
[null,"Termination","property or the right to receive cash or any other property as"]
[null,"Delivery","the result of a Nationalization, Insolvency or Merger Event (any"]
[null,"Unit:","such cash or other property, the \"Exchange Property\"), a unit"]
[null,"","consisting of the type and amount of Exchange Property received"]
[null,"","by a holder of one Share (without consideration of any"]
[null,"","requirement to pay cash or other consideration in lieu of"]
[null,"","fractional amounts of any securities) in such Nationalization,"]
[null,"","Insolvency or Merger Event. If such Nationalization, Insolvency"]
[null,"","or Merger Event involves a choice of Exchange Property to be"]
[null,"","received by holders, such holder shall be deemed to have elected"]
[null,"","to receive the maximum possible amount of cash."]
[]
[null,"Failure to","Inapplicable"]
[null,"Deliver:"]
[]
[null,"Other","If Share Termination Alternative is applicable, the provisions of"]
[null,"applicable","Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the"]
[null,"provisions:","Equity Definitions will be applicable, except that all references"]
[null,"","in such provisions to \"Physically-settled\" shall be read as"]
[null,"","references to \"Share Termination Settled\" and all references to"]
[null,"","\"Shares\" shall be read as references to \"Share Termination"]
[null,"","Delivery Units\". \"Share Termination Settled\" in relation to the"]
[null,"","Transaction means that the Share Termination Alternative is"]
[null,"","applicable to the Transaction."]