RAMBUS INC.Purchase Agreement • August 16th, 2013 • Rambus Inc • Semiconductors & related devices • New York
Rambus Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $120,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2018 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $18,000,000 aggregate principal amount of its 1.125% Convertible Senior Notes due 2018 (the “Option Securities”), solely to cover overallotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, and if designated by the Company, shares (the “Underlying Securities”) of common stock of the Company,
1.125% CONVERTIBLE SENIOR NOTES DUE 2018Indenture • August 16th, 2013 • Rambus Inc • Semiconductors & related devices • New York
THIS INDENTURE, dated as of August 16, 2013, is between Rambus Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
