SUPER MICRO COMPUTER, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as TrusteeSuper Micro Computer, Inc. • February 28th, 2024 • Electronic computers • New York
INDENTURE, dated as of February 27, 2024, between Super Micro Computer, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, not in its individual capacity but solely as trustee, registrar, paying agent and conversion agent (the “Trustee”).
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”)[, represented by [AGENT] (“Agent”),] and Super Micro Computer, Inc., a Delaware...Purchase Agreement • February 28th, 2024 • Super Micro Computer, Inc. • Electronic computers • New York
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum, dated February 22, 2024 (the “Offering Memorandum”), relating to the 0.00% Convertible Senior Notes due 2029 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 1,500,000,000 (as increased by [up to]1 an aggregate principal amount of USD 225,000,000] [if and to the extent that]2[pursuant to the exercise by]3 the Initial Purchasers (as defined below) [exercise]4[of]5 their opt
