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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["Table_Of_Contents"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Table Of Contents"]
[null,"-"]
[null,"TABLE1"]
[null,"TABLE2"]
[null,"TABLE3"]
[null,"TABLE4"]
[null,"TABLE5"]
[null,"TABLE6"]
[null,"TABLE7"]
[null,"TABLE8"]
[null,"TABLE9"]
[null,"TABLE10"]
[null,"STOCKHOLDERS EQUITY"]
[null,"TABLE11"]
[null,"TABLE12"]
[null,"TABLE13"]
[null,"TABLE14"]
[null,"TABLE15"]
[null,"TABLE16"]
[null,"TABLE17"]
[null,"TABLE18"]
[null,"TABLE19"]
[null,"TABLE20"]
[null,"TABLE21"]
[null,"TABLE22"]
[null,"TABLE23"]
[null,"TABLE24"]
[null,"TABLE25"]
[null,"TABLE26"]
[null,"TABLE27"]
[null,"TABLE28"]
[null,"TABLE29"]
[null,"TABLE30"]
[null,"TABLE31"]
[null,"TABLE32"]
[null,"TABLE33"]
[null,"TABLE34"]
[null,"TABLE35"]
[null,"TABLE36"]
[null,"TABLE37"]
[null,"TABLE38"]
[null,"TABLE39"]
[null,"TABLE40"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE1"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Delaware"]
[]
[null,"(State or other jurisdiction of"]
[]
[null,"incorporation)"]
[]
[]
[]
[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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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE2"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Securities registered pursuant to Section 12(b) of the Exchange Act:","","",""]
[]
[]
[]
[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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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE3"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Exhibit No.","Description"]
[null,99.1,"Form of Additional Convertible Note Hedge Confirmation."]
[null,99.2,"Form of Additional Warrant Confirmation."]
[null,104,"Cover Page Interactive Data File (embedded within the Inline XBRL"]
[null,"","document)."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE4"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 share"]
[null,"","(Exchange symbol \"SMTC\")."]
[]
[null,"Number of","[ ]2. For the avoidance of doubt, the Number of Options shall"]
[null,"Options:","be reduced by any Options exercised by Counterparty. In no"]
[null,"","event will the Number of Options be less than zero."]
[]
[null,"Applicable","[ ]%"]
[null,"Percentage:"]
[]
[null,"Option","A number equal to the product of the Applicable Percentage and"]
[null,"Entitlement:","26.8325."]
[]
[null,"Strike Price:","USD 37.2682"]
[]
[null,"Premium:","USD [ ]"]
[]
[null,"Premium Payment","The closing date of the Convertible Notes issued pursuant to"]
[null,"Date:","the option to purchase additional Convertible Notes exercised"]
[null,"","by the Initial Purchasers (as defined below) on the date"]
[null,"","hereof."]
[]
[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"]

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[""]
["SEMTECH CORP"]
["TABLE5"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","States\" before the word \"exchange\" in the tenth line of such"]
[null,"","Section."]
[]
[null,"Excluded","Section 14.04(g) and Section 14.03 of the Indenture."]
[null,"Provisions:"]
[]
[null,"Procedures for"]
[null,"Exercise."]
[]
[null,"Conversion","With respect to any conversion of a Convertible Note, the date"]
[null,"Date:","on which the \"Holder\" (as such term is defined in the Indenture)"]
[null,"","of such Convertible Note satisfies all of the requirements for"]
[null,"","conversion thereof as set forth in Section 14.02(b) of the"]
[null,"","Indenture; provided that if Counterparty has not delivered to"]
[null,"","Dealer a related Notice of Exercise, then in no event shall a"]
[null,"","Conversion Date be deemed to occur hereunder (and no Option"]
[null,"","shall be exercised or deemed to be exercised hereunder) with"]
[null,"","respect to any surrender of a Convertible Note for conversion in"]
[null,"","respect of which Counterparty has elected to designate a"]
[null,"","financial institution for exchange in lieu of conversion of such"]
[null,"","Convertible Note pursuant to Section 14.12 of the Indenture."]
[]
[null,"Free","July 1, 2027"]
[null,"Convertibility"]
[null,"Date:"]
[]
[null,"Expiration","The Valuation Time"]
[null,"Time:"]
[]
[null,"Expiration","November 1, 2027, subject to earlier exercise."]
[null,"Date:"]
[]
[null,"Multiple","Applicable, as described under \"Automatic Exercise\" below."]
[null,"Exercise:"]
[]
[null,"Automatic","Notwithstanding Section 3.4 of the Equity Definitions, on each"]
[null,"Exercise:","Conversion Date in respect of which a \"Notice of Conversion\" (as"]
[null,"","defined in the Indenture) that is effective as to Counterparty"]
[null,"","has been delivered by the relevant converting \"Holder\" (as"]
[null,"","defined in the Indenture), a number of Options equal to (i) the"]
[null,"","number of Convertible Notes in denominations of USD 1,000 as to"]
[null,"","which such Conversion Date has occurred minus (ii) the number of"]
[null,"","Options that are or are deemed to be automatically exercised on"]
[null,"","such Conversion Date under the Base Call Option Transaction"]
[null,"","Confirmation letter agreement dated October 6, 2022 between"]
[null,"","Dealer and Counterparty (the \"Base Call Option Confirmation\")"]
[null,"","(and for the purposes of determining whether any Options under"]
[null,"","this Confirmation or under the Base Call Option Confirmation"]
[null,"","will be automatically exercised hereunder or under the Base Call"]
[null,"","Option Confirmation, the Convertible Notes subject to conversion"]
[null,"","shall be allocated first to the Base Call Option Confirmation"]
[null,"","until all Options thereunder are exercised or terminated) shall"]
[null,"","be deemed to be automatically exercised; provided that such"]
[null,"","Options shall be exercised or deemed exercised only if"]
[null,"","Counterparty or the Trustee (or other agent authorized by"]
[null,"","Counterparty and previously identified to Dealer by Counterparty"]
[null,"","in writing) on behalf of Counterparty has provided a Notice of"]
[null,"","Exercise to Dealer in accordance with \"Notice of Exercise\""]
[null,"","below."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE6"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","Notwithstanding the foregoing, in no event shall the number of Options"]
[null,"","that are exercised or deemed exercised hereunder exceed the Number of"]
[null,"","Options."]
[]
[null,"Notice","In respect of any exercise of Options on any Conversion Date, 5:00"]
[null,"Deadline: p.m. (New York City time) on the Scheduled Valid Day immediately",""]
[null,"","preceding the scheduled first day of the Settlement Averaging Period"]
[null,"","for such Options; provided that, in respect of (i) any Options"]
[null,"","relating to Convertible Notes with a Conversion Date occurring on or"]
[null,"","after the Free Convertibility Date (other than those as described in"]
[null,"","the immediately succeeding clause (ii)), the Notice Deadline shall be"]
[null,"","5:00 p.m. (New York City time) on the Scheduled Valid Day immediately"]
[null,"","preceding the Expiration Date, and (ii) any Options relating to"]
[null,"","Convertible Notes called for redemption or deemed called for"]
[null,"","redemption that are converted pursuant to Section 14.01(b)(v) of the"]
[null,"","Indenture with a Conversion Date occurring on or after the date"]
[null,"","Counterparty issues a \"Notice of Redemption\" (as used herein, as"]
[null,"","defined in the Indenture) with respect to such Convertible Notes in"]
[null,"","accordance with Sections 16.01 or 16.02 of the Indenture and prior to"]
[null,"","5:00 p.m. (New York City time) on the second Scheduled Valid Day"]
[null,"","immediately preceding the related \"Redemption Date\" (as used herein,"]
[null,"","as defined in the Indenture), the Notice Deadline shall be 5:00 p.m."]
[null,"","(New York City time) on the Scheduled Valid Day immediately preceding"]
[null,"","such Redemption Date; provided further that, notwithstanding the"]
[null,"","foregoing, any Notice of Exercise and the related automatic exercise"]
[null,"","of the related Options shall be effective if given after the relevant"]
[null,"","Notice Deadline but prior to 5:00 p.m. (New York City time) on the"]
[null,"","fifth Scheduled Valid Day following the relevant Notice Deadline and,"]
[null,"","in respect of any Options in respect of which such notice is delivered"]
[null,"","after the relevant Notice Deadline pursuant to this proviso, the"]
[null,"","Calculation Agent shall have the right to (i) postpone the Settlement"]
[null,"","Date and/or (ii) adjust the number of Shares and/or amount of cash"]
[null,"","deliverable by Dealer with respect to such Options in a commercially"]
[null,"","reasonable manner as appropriate to reflect the additional costs"]
[null,"","(including, but not limited to, hedging mismatches and market losses)"]
[null,"","and reasonable out-of-pocket expenses incurred by Dealer in connection"]
[null,"","with its hedging activities (including the unwinding of any hedge"]
[null,"","position) as a result of Dealer not having received such notice on or"]
[null,"","prior to the relevant Notice Deadline (it being understood that the"]
[null,"","adjusted delivery obligation described in this proviso can never be"]
[null,"","less than zero and can never require any payment by Counterparty)."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE7"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","Exchange; provided that if the principal trading session is"]
[null,"","extended, the Calculation Agent shall determine the Valuation"]
[null,"","Time in its commercially reasonable discretion."]
[]
[null,"Market","Notwithstanding Section 6.3(a) of the Equity Definitions, a"]
[null,"Disruption","\"Market Disruption Event\" means a \"Market Disruption Event\" as"]
[null,"Event:","defined in the Indenture."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE8"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement Terms."]
[]
[]
[]
[null,"Settlement","For any Option, Net Share Settlement; provided that if the"]
[null,"Method:","Relevant Settlement Method set forth below for such Option is not"]
[null,"","Net Share Settlement, then the Settlement Method for such Option"]
[null,"","shall be such Relevant Settlement Method, but only if Counterparty"]
[null,"","or Trustee (or other agent authorized by Counterparty and"]
[null,"","previously identified to Dealer by Counterparty in writing) on"]
[null,"","behalf of Counterparty shall have notified Dealer of the Relevant"]
[null,"","Settlement Method in the Notice of Exercise or Notice of Final"]
[null,"","Settlement Method, as applicable, for such Option."]
[]
[null,"Relevant","In respect of any Option:"]
[null,"Settlement"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE9"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Net Share","If Net Share Settlement is applicable to any Option exercised or"]
[null,"Settlement:","deemed exercised hereunder, Dealer will deliver to Counterparty,"]
[null,"","on the relevant Settlement Date for each such Option, a number of"]
[null,"","Shares (the \"Net Share Settlement Amount\") equal to the sum, for"]
[null,"","each Valid Day during the Settlement Averaging Period for each"]
[null,"","such Option, of (i) (a) the Daily Option Value for such Valid Day,"]
[null,"","divided by (b) the Relevant Price on such Valid Day, divided by"]
[null,"","(ii) the number of Valid Days in the Settlement Averaging Period;"]
[null,"","provided that in no event shall the Net Share Settlement Amount"]
[null,"","for any Option exceed a number of Shares equal to the Applicable"]
[null,"","Limit for such Option divided by the Applicable Limit Price on the"]
[null,"","Settlement Date for such Option."]
[]
[null,"","Dealer will pay cash in lieu of delivering any fractional Shares"]
[null,"","to be delivered with respect to any Net Share Settlement Amount"]
[null,"","valued at the Relevant Price for the last Valid Day of the"]
[null,"","applicable Settlement Averaging Period."]
[]
[null,"Combination","If Combination Settlement is applicable to any Option exercised or"]
[null,"Settlement:","deemed exercised hereunder, Dealer will pay and/or deliver, as the"]
[null,"","case may be, to Counterparty, on the relevant Settlement Date for"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE10"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","provided that in no event shall the sum of (x) the Combination"]
[null,"","Settlement Cash Amount for any Option and (y) the Combination"]
[null,"","Settlement Share Amount for such Option multiplied by the"]
[null,"","Applicable Limit Price on the Settlement Date for such Option,"]
[null,"","exceed the Applicable Limit for such Option."]
[]
[null,"","Dealer will pay cash in lieu of delivering any fractional Shares to"]
[null,"","be delivered with respect to any Combination Settlement Share"]
[null,"","Amount valued at the Relevant Price for the last Valid Day of the"]
[null,"","Settlement Averaging Period."]
[]
[null,"Cash","If Cash Settlement is applicable to any Option exercised or deemed"]
[null,"Settlement:","exercised hereunder, in lieu of Section 8.1 of the Equity"]
[null,"","Definitions, Dealer will pay to Counterparty, on the relevant"]
[null,"","Settlement Date for each such Option, an amount of cash (the \"Cash"]
[null,"","Settlement Amount\") equal to the sum, for each Valid Day during the"]
[null,"","Settlement Averaging Period for such Option, of (i) the Daily"]
[null,"","Option Value for such Valid Day, divided by (ii) the number of"]
[null,"","Valid Days in the Settlement Averaging Period; provided that in no"]
[null,"","event shall the Cash Settlement Amount exceed the Applicable Limit"]
[null,"","for such Option."]
[]
[null,"Daily Option For any Valid Day, an amount equal to (i) the Option Entitlement on",""]
[null,"Value:","such Valid Day, multiplied by (ii) the Relevant Price on such Valid"]
[null,"","Day less the Strike Price on such Valid Day; provided that if the"]
[null,"","calculation contained in clause (ii) above results in a negative"]
[null,"","number, the Daily Option Value for such Valid Day shall be deemed"]
[null,"","to be zero. In no event will the Daily Option Value be less than"]
[null,"","zero."]
[]
[null,"Make-Whole","Notwithstanding anything to the contrary herein, in respect of any"]
[null,"Adjustment:","exercise of Options relating to a conversion of Convertible Notes"]
[null,"","for which additional Shares will be added to the \"Conversion Rate\""]
[null,"","(as defined in the Indenture) as determined pursuant to Section"]
[null,"","14.03 of the Indenture, the Daily Option Value shall be calculated"]
[null,"","as if the Option Entitlement included the Applicable Percentage of"]
[null,"","the number of such additional Shares as determined with reference"]
[null,"","to the adjustment set forth in such Section 14.03 of the Indenture;"]
[null,"","provided that if the sum of (i) the product of (a) the number of"]
[null,"","Shares (if any) deliverable by Dealer to Counterparty per exercised"]
[null,"","Option and (b) the Applicable Limit Price on the Settlement Date"]
[null,"","and (ii) the amount of cash (if any) payable by Dealer to"]
[null,"","Counterparty per exercised Option would otherwise exceed the amount"]
[null,"","per Option, as determined by the Calculation Agent, that would be"]
[null,"","payable by Dealer under Section 6 of the Agreement if (x) the"]
[null,"","relevant Conversion Date were an"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["STOCKHOLDERS_EQUITY"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Applicable","For any Option, an amount of cash equal to the Applicable"]
[null,"Limit:","Percentage multiplied by the excess of (i) the aggregate of (A) the"]
[null,"","amount of cash paid to the Holder of the related Convertible Note"]
[null,"","upon conversion of such Convertible Note and (B) the number of"]
[null,"","Shares, if any, delivered to the Holder of the related Convertible"]
[null,"","Note upon conversion of such Convertible Note multiplied by the"]
[null,"","Applicable Limit Price on the Settlement Date for such Option, over"]
[null,"","(ii) USD 1,000."]
[]
[null,"Applicable","On any day, the opening price as displayed under the heading \"Op\""]
[null,"Limit Price: on Bloomberg page SMTC <equity> (or any successor thereto).",""]
[]
[null,"Valid Day:","A \"Trading Day\", as defined in the last proviso at the end of the"]
[null,"","definition thereof in the Indenture."]
[]
[null,"Scheduled","A \"Scheduled Trading Day\" as defined in the Indenture."]
[null,"Valid Day:"]
[]
[null,"Business","A \"Business Day\" as defined in the Indenture."]
[null,"Day:"]
[]
[null,"Relevant","On any Valid Day, the per Share volume-weighted average price as"]
[null,"Price:","displayed under the heading \"Bloomberg VWAP\" on Bloomberg page SMTC"]
[null,"","<equity> AQR (or its equivalent successor if such page is not"]
[null,"","available) in respect of the period from the scheduled opening time"]
[null,"","of the Exchange to the Scheduled Closing Time of the Exchange on"]
[null,"","such Valid Day (or if such volume-weighted average price is"]
[null,"","unavailable at such time, the market value of one Share on such"]
[null,"","Valid Day, as determined by the Calculation Agent using, if"]
[null,"","practicable, a volume-weighted average method). The Relevant Price"]
[null,"","will be determined without regard to after-hours trading or any"]
[null,"","other trading outside of the regular trading session trading hours."]
[]
[null,"Settlement","For any Option and regardless of the Settlement Method applicable"]
[null,"Averaging","to such Option:"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE11"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement","For any Option, the second Business Day immediately following"]
[null,"Date:","the final Valid Day of the Settlement Averaging Period for such"]
[null,"","Option."]
[]
[null,"Settlement","USD"]
[null,"Currency:"]
[]
[null,"Other","The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the"]
[null,"Applicable","Equity Definitions will be applicable, except that all"]
[null,"Provisions:","references in such provisions to \"Physically-settled\" shall be"]
[null,"","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","Notwithstanding anything to the contrary in the Equity"]
[null,"and Agreement:","Definitions (including, but not limited to, Section 9.11"]
[null,"","thereof), the parties acknowledge that (i) any Shares delivered"]
[null,"","to Counterparty shall be, upon delivery, subject to restrictions"]
[null,"","and limitations arising from Counterparty's status as issuer of"]
[null,"","the Shares under applicable securities laws, (ii) Dealer may"]
[null,"","deliver any Shares required to be delivered hereunder in"]
[null,"","certificated form in lieu of delivery through the Clearance"]
[null,"","System, (iii) any Shares delivered to Counterparty may be"]
[null,"","\"restricted securities\" (as defined in Rule 144 under the"]
[null,"","Securities Act of 1933, as amended (the \"Securities Act\")) and"]
[null,"","(iv) the Representation and Agreement contained in Section 9.11"]
[null,"","of the Equity Definitions shall be deemed modified accordingly."]

{"sheet":"TABLE12","index":13,"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"]
["TABLE12"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Potential","Notwithstanding Section 11.2(e) of the Equity Definitions, a"]
[null,"Adjustment","\"Potential Adjustment Event\" means an occurrence of any event or"]
[null,"Events:","condition, as set forth in any Dilution Adjustment Provision, that"]
[null,"","would result in an adjustment under the Indenture to the"]
[null,"","\"Conversion Rate\" or the composition of a \"unit of Reference"]
[null,"","Property\" or to any \"Last Reported Sale Price\", \"Daily VWAP,\""]
[null,"","\"Daily Conversion Value,\" \"Daily Net Settlement Amounts\" or \"Daily"]
[null,"","Settlement Amount\" (each as defined in the Indenture). For the"]
[null,"","avoidance of doubt, Dealer shall not have any delivery or payment"]
[null,"","obligation hereunder, and no adjustment shall be made to the terms"]
[null,"","of the Transaction, on account of (x) any distribution of cash,"]
[null,"","property or securities by Counterparty to holders of the"]
[null,"","Convertible"]

{"sheet":"TABLE13","index":14,"n_rows":53,"n_cols":3,"rows_kept":53,"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"]
["TABLE13"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Method of","Calculation Agent Adjustment, which means that, notwithstanding"]
[null,"Adjustment:","Section 11.2(c) of the Equity Definitions, upon any Potential"]
[null,"","Adjustment Event, the Calculation Agent, in a commercially"]
[null,"","reasonable manner, shall make a corresponding adjustment to any one"]
[null,"","or more of the Strike Price, Option Entitlement and any other"]
[null,"","variable relevant to the exercise, settlement or payment for the"]
[null,"","Transaction to the extent an analogous adjustment is required to be"]
[null,"","made pursuant to the Indenture in connection with such Potential"]
[null,"","Adjustment Event."]
[]
[null,"","Notwithstanding the foregoing and \"Consequences of Merger Events /"]
[null,"","Tender Offers\" below:"]
[]
[null,"","(i) if the Calculation Agent, acting in good faith and in a"]
[null,"","commercially reasonable manner, disagrees with any adjustment to"]
[null,"","the Convertible Notes that is the basis of any adjustment hereunder"]
[null,"","and that involves an exercise of discretion by Counterparty or its"]
[null,"","board of directors (including, without limitation, pursuant to"]
[null,"","Section 14.05 of the Indenture, Section 14.07 of the Indenture or"]
[null,"","any supplemental indenture entered into thereunder or in connection"]
[null,"","with any proportional adjustment or the determination of the fair"]
[null,"","value of any securities, property, rights or other assets), then in"]
[null,"","each such case, the Calculation Agent will determine the adjustment"]
[null,"","to be made to any one or more of the Strike Price, Option"]
[null,"","Entitlement and any other variable relevant to the exercise,"]
[null,"","settlement or payment for the Transaction in a commercially"]
[null,"","reasonable manner, using, if applicable, the methodology set forth"]
[null,"","in the Indenture for any such adjustment; provided that,"]
[null,"","notwithstanding the foregoing, if any Potential Adjustment Event"]
[null,"","occurs during the Settlement Averaging Period but no adjustment was"]
[null,"","made to any Convertible Note under the Indenture because the"]
[null,"","relevant \"Holder\" (as such term is defined in the Indenture) was"]
[null,"","deemed to be a record owner of the underlying Shares on the related"]
[null,"","Conversion Date, then the Calculation Agent shall make an"]
[null,"","adjustment, as determined by it, to the terms hereof in order to"]
[null,"","account for such Potential Adjustment Event in a commercially"]
[null,"","reasonable manner;"]
[]
[null,"","(ii) in connection with any Potential Adjustment Event as a result"]
[null,"","of an event or condition set forth in Section 14.04(b) of the"]
[null,"","Indenture or Section 14.04(c) of the Indenture where, in either"]
[null,"","case, the period for determining \"Y\" (as such term is used in"]
[null,"","Section 14.04(b) of the Indenture) or \"SP0\" (as such term is used"]
[null,"","in Section 14.04(c) of the Indenture), as the case may be, begins"]

{"sheet":"TABLE14","index":15,"n_rows":38,"n_cols":3,"rows_kept":38,"cut":false,"hidden":false,"merged":[[14,1,14,2],[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"]
["TABLE14"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Dilution Adjustment","Sections 14.04(a), (b), (c), (d) and (e) and"]
[null,"Provisions:","Section 14.05 of the Indenture."]
[]
[]
[]
[null,"Extraordinary Events applicable to the Transaction:",""]
[]
[]
[]
[null,"Merger Events:","Applicable; provided that notwithstanding Section 12.1(b) of"]
[null,"","the Equity Definitions, which shall not apply with respect to"]
[null,"","the Transaction, a \"Merger Event\" means the occurrence of any"]
[null,"","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 to"]
[null,"","the Transaction, a \"Tender Offer\" means the occurrence of any"]
[null,"","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 Tender"]
[null,"","Offer, the Calculation Agent, in a commercially reasonable"]
[null,"","manner, shall make a corresponding adjustment in respect of"]
[null,"","any adjustment under the Indenture to any one or more of the"]
[null,"","nature of the"]

{"sheet":"TABLE15","index":16,"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"]
["TABLE15"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","Shares (in the case of a Merger Event), Strike Price, Number"]
[null,"","of Options, Option Entitlement and any other variable"]
[null,"","relevant to the exercise, settlement or payment for the"]
[null,"","Transaction to the extent an analogous adjustment is required"]
[null,"","to be made pursuant to the Indenture in connection with such"]
[null,"","Merger Event or Tender Offer, as the case may be, subject to"]
[null,"","the second paragraph under \"Method of Adjustment\"; provided,"]
[null,"","however, that no adjustment shall be made in respect of any"]
[null,"","adjustment to the Conversion Rate pursuant to any Excluded"]
[null,"","Provision; provided further that if, with respect to a Merger"]
[null,"","Event or a Tender Offer, (i) the consideration for the Shares"]
[null,"","includes (or, at the option of a holder of Shares, may"]
[null,"","include) shares of an entity or person that is not a"]
[null,"","corporation or is not organized under the laws of the United"]
[null,"","States, any State thereof or the District of Columbia, (ii)"]
[null,"","the Counterparty to the Transaction following such Merger"]
[null,"","Event or Tender Offer will not be a United States person (as"]
[null,"","defined in the Internal Revenue Code of 1986, as amended (the"]
[null,"","\"Code\")), (iii) the Counterparty to the Transaction following"]
[null,"","such Merger Event or Tender Offer will not be Issuer or a"]
[null,"","wholly owned subsidiary of Issuer whose obligations under the"]
[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 (Calculation"]
[null,"","Agent Determination) may apply in Dealer's reasonable"]
[null,"","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 Exchange,"]
[null,"","The Nasdaq Global Select Market or The Nasdaq Global Market"]
[null,"","(or their respective successors); if the Shares are"]
[null,"","immediately re-listed, re-traded or re-quoted on any of The"]
[null,"","New York Stock Exchange, The Nasdaq Global Select Market or"]
[null,"","The Nasdaq Global Market (or their respective successors),"]
[null,"","such exchange or quotation system shall thereafter be deemed"]
[null,"","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 with"]
[null,"","any such event pursuant to the Equity Definitions (as amended"]
[null,"","by this Confirmation) or otherwise."]

{"sheet":"TABLE16","index":17,"n_rows":16,"n_cols":3,"rows_kept":16,"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"]
["TABLE16"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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"]

{"sheet":"TABLE17","index":18,"n_rows":17,"n_cols":3,"rows_kept":17,"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 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"","consistently applied by the Determining Party across transactions"]
[null,"","similar to the Transaction and for counterparties similar to"]
[null,"","Counterparty."]
[]
[null,"Failure to","Applicable"]
[null,"Deliver:"]
[]
[null,"Hedging","Applicable; provided that:"]

{"sheet":"TABLE18","index":19,"n_rows":55,"n_cols":3,"rows_kept":55,"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"]
["TABLE18"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Non-Reliance:","Applicable"]
[]
[null,"Agreements and"]
[null,"Acknowledgments"]
[null,"Regarding Hedging","Applicable"]
[null,"Activities:"]
[]
[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 (other than an adjustment made by reference to the"]
[null,"","Indenture), the Calculation Agent, Determining Party or"]
[null,"","Dealer, as the case may be, shall make such adjustment in a"]
[null,"","commercially reasonable manner and by reference to the effect"]
[null,"","of such event on Dealer assuming that Dealer maintains a"]
[null,"","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,"","provided that, 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, Counterparty 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 Early"]
[null,"","Termination Date with respect to such Event of Default (or, if"]
[null,"","earlier, the date on which such Event of Default is no longer"]
[null,"","continuing), as the Calculation Agent. Following any determination"]
[null,"","or calculation by the Calculation Agent hereunder, upon written"]
[null,"","request by Counterparty, the Calculation Agent shall promptly (but"]
[null,"","in any event within five Scheduled Trading Days) provide to"]
[null,"","Counterparty by e-mail to the e-mail address provided by"]
[null,"","Counterparty in such request a report (in a commonly used file"]
[null,"","format for the storage and manipulation of financial data)"]
[null,"","displaying in reasonable detail the basis for such determination"]
[null,"","or calculation (including any assumptions used in making such"]
[null,"","determination or calculation), it being understood that the"]
[null,"","Calculation Agent shall not be obligated to disclose any"]
[null,"","proprietary or confidential models"]

{"sheet":"TABLE19","index":20,"n_rows":13,"n_cols":3,"rows_kept":13,"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"]
["TABLE19"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Attention:","[ ]"]
[null,"Telephone No.:","[ ]"]
[]
[null,"Email:","[ ]"]

{"sheet":"TABLE20","index":21,"n_rows":17,"n_cols":3,"rows_kept":17,"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"]
["TABLE20"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Share","If applicable, Dealer shall deliver to Counterparty the Share"]
[null,"Termination","Termination Delivery Property on, or within a commercially"]
[null,"Alternative:","reasonable period of time after, the date when the relevant"]
[null,"","Payment Obligation would otherwise be due pursuant to Section"]
[null,"","12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and"]
[null,"","6(e) of the Agreement, as applicable, in satisfaction of such"]
[null,"","Payment Obligation in the manner reasonably requested by"]
[null,"","Counterparty free of payment."]

{"sheet":"TABLE21","index":22,"n_rows":53,"n_cols":3,"rows_kept":53,"cut":false,"hidden":false,"merged":[[30,1,30,2],[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"]
["TABLE21"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Share","A number of Share Termination Delivery Units, as calculated by"]
[null,"Termination","the Calculation Agent, equal to the Payment Obligation divided by"]
[null,"Delivery","the Share Termination Unit Price. The Calculation Agent shall"]
[null,"Property:","adjust the Share Termination Delivery Property by replacing any"]
[null,"","fractional portion of a security therein with an amount of cash"]
[null,"","equal to the value of such fractional security based on the"]
[null,"","values used to calculate the Share Termination Unit Price."]
[]
[null,"Share","The value of property contained in one Share Termination Delivery"]
[null,"Termination","Unit, as determined by the Calculation Agent in its discretion by"]
[null,"Unit Price:","commercially reasonable means and notified by the Calculation"]
[null,"","Agent to Dealer at the time of notification of the Payment"]
[null,"","Obligation. For the avoidance of doubt, the parties agree that in"]
[null,"","determining the Share Termination Delivery Unit Price the"]
[null,"","Calculation Agent may consider the purchase price paid in"]
[null,"","connection with the purchase of Share Termination Delivery"]
[null,"","Property that was purchased in connection with the delivery of"]
[null,"","the Share Termination Delivery Units."]
[]
[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 Unit: the result of a Nationalization, Insolvency or Merger Event (any",""]
[null,"","such cash or other property, the \"Exchange Property\"), a unit"]
[null,"","consisting of the type and amount of such Exchange Property"]
[null,"","received 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, as determined by the Calculation"]
[null,"","Agent."]
[]
[null,"Failure to","Applicable"]
[null,"Deliver:"]
[]
[null,"Other","If Share Termination Alternative is applicable, the provisions of"]
[null,"applicable","Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity"]
[null,"provisions:","Definitions and the provisions set forth opposite the caption"]
[null,"","\"Representation and Agreement\" in Section ?2 will be applicable,"]
[null,"","except that all references in such provisions to"]
[null,"","\"Physically-settled\" shall be read as references to \"Share"]
[null,"","Termination Settled\" and all references to \"Shares\" shall be read"]
[null,"","as references to \"Share Termination Delivery Units\". \"Share"]
[null,"","Termination Settled\" in relation to the Transaction means that"]
[null,"","the Share Termination Alternative is applicable to the"]
[null,"","Transaction."]

{"sheet":"TABLE22","index":23,"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"]
["TABLE22"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 a"]
[null,"","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":"TABLE23","index":24,"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"]
["TABLE23"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 26.00, 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 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":"TABLE24","index":25,"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"]
["TABLE24"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 Number"]
[null,"","of Warrants on such date; provided that, notwithstanding anything to"]
[null,"","the contrary in the Equity Definitions, if any such date is a"]
[null,"","Disrupted Day, the Calculation Agent shall, in good faith and in a"]
[null,"","commercially reasonable manner, make adjustments, if applicable, to"]
[null,"","the Daily Number of Warrants or shall reduce such Daily Number of"]
[null,"","Warrants to zero for which such day shall be an Expiration Date and"]
[null,"","shall designate a Scheduled Trading Day or a number of Scheduled"]
[null,"","Trading Days as the Expiration Date(s) for the remaining Daily"]
[null,"","Number of Warrants or a portion thereof for the originally scheduled"]
[null,"","Expiration Date; and provided further that if such Expiration Date"]
[null,"","has not occurred pursuant to this clause as of the eighth Scheduled"]
[null,"","Trading Day following the last scheduled Expiration Date under the"]
[null,"","Transaction, then such Scheduled Trading Day shall be deemed to be"]
[null,"","an Expiration Date for the relevant Daily"]

{"sheet":"TABLE25","index":26,"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"]
["TABLE25"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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":"TABLE26","index":27,"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"]
["TABLE26"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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":"TABLE27","index":28,"n_rows":27,"n_cols":3,"rows_kept":27,"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"]
["TABLE27"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Settlement Terms."]
[]
[]
[]
[null,"Settlement","Applicable; provided that (i) references to \"Physical Settlement\" in"]
[null,"Method","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 faith"]
[null,"","and not as part of a plan or scheme to evade compliance with the"]
[null,"","federal securities laws, (C) the assets of Company at their fair"]
[null,"","valuation exceed the liabilities of Company (including contingent"]
[null,"","liabilities), the capital of Company is adequate to conduct the"]
[null,"","business of Company, and Company has the ability to pay its debts"]
[null,"","and obligations as such debts mature and does not intend to, or does"]
[null,"","not believe that it will, incur debt beyond its ability to"]

{"sheet":"TABLE28","index":29,"n_rows":30,"n_cols":3,"rows_kept":30,"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 19, 2022"]
["Date Filed: Oct 21, 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."]

{"sheet":"TABLE29","index":30,"n_rows":59,"n_cols":3,"rows_kept":59,"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 19, 2022"]
["Date Filed: Oct 21, 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 equal"]
[null,"","to the Net Share Settlement Amount for such Settlement 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 Date"]
[null,"","for fewer than the Daily Number of Warrants, as described above,"]
[null,"","then the Settlement Price for the relevant Valuation Date shall"]
[null,"","be the volume-weighted average price per Share on such Valuation"]
[null,"","Date on the Exchange, as determined by the Calculation Agent"]
[null,"","based on such sources as it deems appropriate using a"]
[null,"","volume-weighted methodology, for the portion of such Valuation"]
[null,"","Date for which the Calculation Agent determines there is no"]
[null,"","Market Disruption Event."]
[]
[null,"Settlement","As determined pursuant to Section 9.4 of the Equity Definitions,"]
[null,"Dates:","subject to Section 9(k)(i) hereof; provided that Section 9.4 of"]
[null,"","the Equity Definitions is hereby amended by (i) inserting the"]
[null,"","words \"or cash\" immediately following the word \"Shares\" in the"]
[null,"","first line thereof and (ii) inserting the words \"for the Shares\""]
[null,"","immediately following the words \"Settlement Cycle\" in the second"]
[null,"","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."]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE30"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 of"]
[null,"","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 with"]
[null,"","respect to the Shares. For the avoidance of doubt, in making any"]
[null,"","adjustments under the Equity Definitions, the Calculation Agent may"]
[null,"","make adjustments, if any, to any one or more of the Strike Price,"]
[null,"","the Number of Warrants, the Daily Number of Warrants and the Warrant"]
[null,"","Entitlement. Notwithstanding the foregoing, any cash dividends or"]
[null,"","distributions on the Shares, whether or not extraordinary, shall be"]
[null,"","governed by Section 9(g) of this Confirmation in lieu of Article 10"]
[null,"","or Section 11.2(c) of the Equity Definitions."]

{"sheet":"TABLE31","index":32,"n_rows":27,"n_cols":3,"rows_kept":27,"cut":false,"hidden":false,"merged":[[9,1,9,2],[22,1,22,2],[24,1,24,2],[26,1,26,2],[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"]
["TABLE31"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 12.1(b)"]
[null,"","of the Equity Definitions and an Additional Termination Event under"]
[null,"","Section 9(h)(ii)(B) of this Confirmation, the provisions of Section"]
[null,"","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":"TABLE32","index":33,"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"]
["TABLE32"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 thereof;"]
[null,"provided further that if an event occurs that constitutes both a Tender"]
[null,"Offer under Section 12.1(d) of the Equity Definitions and Additional"]
[null,"Termination Event under Section 9(h)(ii)(A) of this Confirmation, the"]
[null,"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 Offer"]
[null,"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"]
["TABLE33"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Event:","any affiliate of Issuer, any agent of Issuer, any Valid Third Party"]
[null,"","Entity or any agent or affiliate of a Valid Third Party Entity of"]
[null,"","(x) any transaction or event that, if completed, would constitute a"]
[null,"","Merger Event or Tender Offer, (y) any potential acquisition or"]
[null,"","disposition by Issuer and/or its subsidiaries where the aggregate"]
[null,"","consideration exceeds 35% of the market capitalization of Issuer as"]
[null,"","of the date of such announcement (an \"Acquisition Transaction\") or"]
[null,"","(z) the intention to enter into a Merger Event or Tender Offer or"]
[null,"","an Acquisition Transaction, (ii) the public announcement by Issuer"]
[null,"","of an intention to solicit or enter into, or to explore strategic"]
[null,"","alternatives or other similar undertaking that may include, a"]
[null,"","Merger Event or Tender Offer or an Acquisition Transaction or (iii)"]
[null,"","any subsequent public announcement (I) by Issuer, any subsidiary of"]
[null,"","Issuer, any affiliate of Issuer, any agent of Issuer, any Valid"]
[null,"","Third 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 is"]
[null,"","the subject of an announcement of the type described in clause (ii)"]
[null,"","of this sentence (in each case of (I) and (II) including, without"]
[null,"","limitation, a new announcement, by the entity making the previous"]
[null,"","announcement, relating to such a transaction or intention or the"]
[null,"","announcement of a withdrawal from, or the abandonment or"]
[null,"","discontinuation of, such a transaction or intention), as determined"]
[null,"","by the Calculation Agent in good faith and in a commercially"]
[null,"","reasonable manner; provided that no public announcement (regardless"]
[null,"","of the party making such announcement) relating to the proposed"]
[null,"","acquisition by Company of Sierra Wireless, Inc. shall constitute an"]
[null,"","Announcement Event. For the avoidance of doubt, the occurrence of"]
[null,"","an Announcement Event with respect to any transaction or intention"]
[null,"","shall not preclude the occurrence of a later Announcement Event"]
[null,"","with respect to such transaction or intention. For purposes of this"]
[null,"","definition of \"Announcement Event,\" the remainder of the definition"]
[null,"","of \"Merger Event\" in Section 12.1(b) of the Equity Definitions"]
[null,"","following the definition of \"Reverse Merger\" therein shall be"]
[null,"","disregarded."]
[]
[null,"Valid Third","In respect of any transaction, any third party that the Calculation"]
[null,"Party","Agent determines has a bona fide intent and capacity to enter into"]
[null,"Entity:","or consummate such transaction (it being understood and agreed that"]
[null,"","in determining whether"]

{"sheet":"TABLE34","index":35,"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"]
["TABLE34"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 Exchange,"]
[null,"","The Nasdaq Global Select Market or The Nasdaq Global Market"]
[null,"","(or their respective successors); if the Shares are"]
[null,"","immediately re-listed, re-traded or re-quoted on any of The"]
[null,"","New York Stock Exchange, The Nasdaq Global Select Market or"]
[null,"","The Nasdaq Global Market (or their respective successors),"]
[null,"","such exchange or quotation system shall thereafter be deemed"]
[null,"","to be the Exchange."]

{"sheet":"TABLE35","index":36,"n_rows":38,"n_cols":3,"rows_kept":38,"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"]
["TABLE35"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 the"]
[null,"","public announcement of, the formal or informal interpretation\","]
[null,"","(ii) replacing the word \"Shares\" with the phrase \"Hedge Positions\""]
[null,"","in clause (X) thereof, and (iii) inserting the parenthetical"]
[null,"","\"(including, for the avoidance of doubt and without limitation, (x)"]
[null,"","any tax law or (y) adoption or promulgation of new regulations"]
[null,"","authorized or mandated by existing statute)\" at the end of clause"]
[null,"","(A) thereof. Notwithstanding anything to the contrary in the Equity"]
[null,"","Definitions, a Change in Law described in clause (Y) of Section"]
[null,"","12.9(a)(ii) of the Equity Definitions shall not constitute a Change"]
[null,"","in Law and instead shall constitute an Increased Cost of Hedging as"]
[null,"","described in Section 12.9(a)(vi) of the Equity Definitions, and any"]
[null,"","such determination of a Change in Law shall be consistently applied"]
[null,"","by the Determining Party across transactions similar to the"]
[null,"","Transaction and for counterparties similar to Company."]
[]
[null,"Failure to","Not Applicable"]
[null,"Deliver:"]
[]
[null,"Insolvency","Applicable"]
[null,"Filing:"]
[]
[null,"Hedging","Applicable; provided that:"]

{"sheet":"TABLE36","index":37,"n_rows":15,"n_cols":3,"rows_kept":15,"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 19, 2022"]
["Date Filed: Oct 21, 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)."]

{"sheet":"TABLE37","index":38,"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"]
["TABLE37"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[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"]
[null,"","in any event within five Scheduled Trading Days) provide to"]
[null,"","Company by e-mail to the e-mail address provided by Company a"]
[null,"","written explanation and report (in a commonly used file format"]
[null,"","for the storage and manipulation of financial data) describing"]
[null,"","in reasonable detail any determination made by it (including,"]
[null,"","as applicable, any quotations, market data, information from"]
[null,"","internal sources used in making such determinations,"]
[null,"","descriptions of the methodology and any assumptions and basis"]
[null,"","used in making such determination), it being understood that"]
[null,"","the Determining Party shall not be obligated to disclose any"]
[null,"","proprietary or confidential models or proprietary or"]
[null,"","confidential information used by it for such determination. All"]
[null,"","calculations, adjustments and determinations by Dealer acting"]
[null,"","in its capacity as the Determining Party shall be made in good"]
[null,"","faith and in a commercially reasonable manner."]
[]
[null,"Non-Reliance:","Applicable"]
[]
[null,"Agreements and"]
[null,"Acknowledgments"]
[]
[null,"Regarding","Applicable"]
[null,"Hedging"]

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["Created by EDGAR Online, Inc."]
[""]
["SEMTECH CORP"]
["TABLE38"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 2022"]
["Table Of Contents"]
[""]
[null,"Activities:"]
[]
[]
[]
[null,"","10"]
[]
[]
[]
[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, as"]
[null,"","the case may be, shall make such adjustment in a commercially"]
[null,"","reasonable manner and by reference to the effect of such"]
[null,"","event on Dealer assuming that Dealer maintains a commercially"]
[null,"","reasonable hedge position."]

{"sheet":"TABLE39","index":40,"n_rows":37,"n_cols":3,"rows_kept":37,"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 19, 2022"]
["Date Filed: Oct 21, 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 would"]
[null,"","otherwise be due pursuant to Section 12.7 or Section 12.9 of the"]
[null,"","Equity Definitions or Section 6(d)(ii) of the Agreement, as"]
[null,"","applicable, subject to Section 9(k)(i) below, in satisfaction,"]
[null,"","subject to Section 9(k)(ii) below, of the relevant Payment"]
[null,"","Obligation, in the manner reasonably requested by Dealer free of"]
[null,"","payment."]
[]
[null,"Share"]
[null,"Termination"]
[null,"Delivery"]
[null,"Property:","A number of Share Termination Delivery Units, as calculated by"]
[null,"","the Calculation Agent, equal to the relevant Payment Obligation"]
[null,"","divided by the Share Termination Unit Price. The Calculation"]
[null,"","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"]
["TABLE40"]
["Form Type: 8-K"]
["Period End: Oct 19, 2022"]
["Date Filed: Oct 21, 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 the"]
[null,"Delivery","result of a Nationalization, Insolvency or Merger Event (any such"]
[null,"Unit:","cash or other property, the \"Exchange Property\"), a unit"]
[null,"","consisting of the type and amount of Exchange Property received by"]
[null,"","a holder of one Share (without consideration of any requirement to"]
[null,"","pay cash or other consideration in lieu of fractional amounts of"]
[null,"","any securities) in such Nationalization, Insolvency or Merger"]
[null,"","Event. If such Nationalization, Insolvency or Merger Event"]
[null,"","involves a choice of Exchange Property to be received by holders,"]
[null,"","such holder shall be deemed to have elected to receive the maximum"]
[null,"","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 Equity"]
[null,"provisions:","Definitions will be applicable, except that all references in such"]
[null,"","provisions to \"Physically-settled\" shall be read as references to"]
[null,"","\"Share Termination Settled\" and all references to \"Shares\" shall"]
[null,"","be read as references to \"Share Termination Delivery"]
[null,"","Units\". \"Share Termination Settled\" in relation to the Transaction"]
[null,"","means that the Share Termination Alternative is applicable to the"]
[null,"","Transaction."]