Exhibit 10.1

      

     

      Littelfuse, Inc.

       

      $100,000,000 4.33% Senior Notes due June 30, 2032

      

      

      
        


       

      

      Note Purchase Agreement

      

      

      
        


       

      

      Dated May 18, 2022

       

      

      
        
          


      

      
      Table of Contents

       

      	
              Section

            	
              Heading

            	
              Page

            


      

      

      	
              Section 1.

            	
              Authorization of Notes

            	
              1

            
	 	 	 
	 	
              Section 1.1.

            	
              Description of Notes

            	
              1

            
	 	
              Section 1.2.

            	
              Applicable Interest Rate, Interest Payment Dates and Maturity Date

            	
              1

            
	 	
              Section 1.3.

            	
              Subsidiary Guaranty

            	
              1

            
	 	
              Section 1.4.

            	
              Additional Interest

            	
              2

            
	 	 	 	 	 
	
              Section 2.

            	
              Sale and Purchase of Notes

            	
              2

            
	 	 	 
	
              Section 3.

            	
              Closing

            	
              3

            
	 	 	 
	
              Section 4.

            	
              Conditions to Closing

            	
              3

            
	 	 	 
	 	
              Section 4.1.

            	
              Representations and Warranties

            	
              3

            
	 	
              Section 4.2.

            	
              Performance; No Default

            	
              4

            
	 	
              Section 4.3.

            	
              Compliance Certificates

            	
              4

            
	 	
              Section 4.4.

            	
              Opinions of Counsel

            	
              4

            
	 	
              Section 4.5.

            	
              Purchase Permitted By Applicable Law, Etc

            	
              5

            
	 	
              Section 4.6.

            	
              Sale of Other Notes

            	
              5

            
	 	
              Section 4.7.

            	
              Payment of Special Counsel Fees

            	
              5

            
	 	
              Section 4.8.

            	
              Private Placement Number

            	
              5

            
	 	
              Section 4.9.

            	
              Changes in Corporate Structure

            	
              5

            
	 	
              Section 4.10.

            	
              Funding Instructions

            	
              5

            
	 	
              Section 4.11.

            	
              Subsidiary Guaranty

            	
              6

            
	 	
              Section 4.12.

            	
              Notice of Closing Date

            	
              6

            
	 	
              Section 4.13.

            	
              Regulatory Approval

            	
              6

            
	 	
              Section 4.14.

            	
              Proceedings and Documents

            	
              6

            
	 	 	 	 	 
	
              Section 5.

            	
              Representations and Warranties of the Company

            	
              6

            
	 	 	 
	 	
              Section 5.1.

            	
              Organization; Power and Authority

            	
              6

            
	 	
              Section 5.2.

            	
              Authorization, Etc

            	
              6

            
	 	
              Section 5.3.

            	
              Disclosure

            	
              7

            
	 	
              Section 5.4.

            	
              Organization and Ownership of Shares of Subsidiaries; Affiliates

            	
              7

            
	 	
              Section 5.5.

            	
              Financial Statements; Material Liabilities

            	
              8

            
	 	
              Section 5.6.

            	
              Compliance with Laws, Other Instruments, Etc

            	
              8

            
	 	
              Section 5.7.

            	
              Governmental Authorizations, Etc

            	
              8

            
	 	
              Section 5.8.

            	
              Litigation; Observance of Agreements, Statutes and Orders

            	
              8

            
	 	
              Section 5.9.

            	
              Taxes

            	
              9

            
	 	
              Section 5.10.

            	
              Title to Property; Leases

            	
              9

            
	 	
              Section 5.11.

            	
              Licenses, Permits, Etc

            	
              9

            
	 	
              Section 5.12.

            	
              Compliance with Employee Benefit Plans

            	
              10

            
	 	
              Section 5.13.

            	
              Private Offering by the Company

            	
              11

            
	 	
              Section 5.14.

            	
              Use of Proceeds; Margin Regulations

            	
              11

            


      

      

      
        -i-

        
          


      

      	 	
              Section 5.15.

            	
              Existing Indebtedness; Future Liens

            	
              11

            
	 	
              Section 5.16.

            	
              Foreign Assets Control Regulations, Etc

            	
              12

            
	 	
              Section 5.17.

            	
              Status under Certain Statutes

            	
              13

            
	 	
              Section 5.18.

            	
              Environmental Matters

            	
              13

            
	 	
              Section 5.19.

            	
              Ranking of Obligations

            	
              13

            
	 	 	 	 	 
	
              Section 6.

            	
              Representations of the Purchasers

            	
              14

            
	 	 	 
	 	
              Section 6.1.

            	
              Purchase for Investment

            	
              14

            
	 	
              Section 6.2.

            	
              Source of Funds

            	
              14

            
	 	
              Section 6.3.

            	
              Accredited Investor.

            	
              15

            
	 	 	 	 	 
	
              Section 7.

            	
              Information as to Company

            	
              16

            
	 	 	 
	 	
              Section 7.1.

            	
              Financial and Business Information

            	
              16

            
	 	
              Section 7.2.

            	
              Officer’s Certificate

            	
              18

            
	 	
              Section 7.3.

            	
              Visitation

            	
              19

            
	 	
              Section 7.4.

            	
              Electronic Delivery

            	
              19

            
	 	 	 	 	 
	
              Section 8.

            	
              Payment and Prepayment of the Notes

            	
              20

            
	 	 	 
	 	
              Section 8.1.

            	
              Maturity

            	
              20

            
	 	
              Section 8.2.

            	
              Optional Prepayments with Make‐Whole Amount

            	
              21

            
	 	
              Section 8.3.

            	
              Prepayment upon Change of Control

            	
              21

            
	 	
              Section 8.4.

            	
              Allocation of Partial Prepayments

            	
              22

            
	 	
              Section 8.5.

            	
              Maturity; Surrender, Etc.

            	
              22

            
	 	
              Section 8.6.

            	
              Purchase of Notes

            	
              22

            
	 	
              Section 8.7.

            	
              Make‐Whole Amount

            	
              23

            
	 	
              Section 8.8.

            	
              Payments Due on Non‐Business Days

            	
              24

            
	 	
              Section 8.9.

            	
              Mandatory Redemption.

            	
              24

            
	 	 	 	 	 
	
              Section 9.

            	
              Affirmative Covenants.

            	
              25

            
	 	 	 
	 	
              Section 9.1.

            	
              Compliance with Laws

            	
              25

            
	 	
              Section 9.2.

            	
              Insurance

            	
              25

            
	 	
              Section 9.3.

            	
              Maintenance of Properties

            	
              25

            
	 	
              Section 9.4.

            	
              Payment of Taxes and Claims

            	
              25

            
	 	
              Section 9.5.

            	
              Corporate Existence, Etc

            	
              26

            
	 	
              Section 9.6.

            	
              Books and Records

            	
              26

            
	 	
              Section 9.7.

            	
              Subsidiary Guarantors

            	
              26

            
	 	
              Section 9.8.

            	
              Ranking of Obligations

            	
              27

            
	 	 	 	 	 
	
              Section 10.

            	
              Negative Covenants.

            	
              27

            
	 	 	 
	 	
              Section 10.1.

            	
              Transactions with Affiliates

            	
              27

            
	 	
              Section 10.2.

            	
              Merger, Consolidation, Etc

            	
              28

            
	 	
              Section 10.3.

            	
              Sale of Assets, Etc.

            	
              29

            
	 	
              Section 10.4.

            	
              Line of Business

            	
              30

            
	 	
              Section 10.5.

            	
              Economic Sanctions, Etc

            	
              30

            


      

      

      
        -ii-

        
          


      

      	 	
              Section 10.6.

            	
              Liens

            	
              30

            
	 	
              Section 10.7.

            	
              Financial Covenants.

            	
              32

            
	 	 	 	 	 
	
              Section 11.

            	
              Events of Default

            	
              34

            
	 	 	 
	
              Section 12.

            	
              Remedies on Default, Etc

            	
              36

            
	 	 	 
	 	
              Section 12.1.

            	
              Acceleration

            	
              36

            
	 	
              Section 12.2.

            	
              Other Remedies

            	
              37

            
	 	
              Section 12.3.

            	
              Rescission

            	
              37

            
	 	
              Section 12.4.

            	
              No Waivers or Election of Remedies, Expenses, Etc

            	
              37

            
	 	

            	 	 	 
	
              Section 13.

            	
              Registration; Exchange; Substitution of Notes

            	
              38

            
	 	 	 
	 	
              Section 13.1.

            	
              Registration of Notes

            	
              38

            
	 	
              Section 13.2.

            	
              Transfer and Exchange of Notes

            	
              38

            
	 	
              Section 13.3.

            	
              Replacement of Notes

            	
              38

            
	 	 	 	 	 
	
              Section 14.

            	
              Payments on Notes

            	
              39

            
	 	 	 
	 	
              Section 14.1.

            	
              Place of Payment

            	
              39

            
	 	
              Section 14.2.

            	
              Payment by Wire Transfer

            	
              39

            
	 	
              Section 14.3.

            	
              FATCA Information

            	
              40

            
	 	 	 	 	 
	
              Section 15.

            	
              Expenses, Etc

            	
              40

            
	 	 	 
	 	
              Section 15.1.

            	
              Transaction Expenses

            	
              40

            
	 	
              Section 15.2.

            	
              Certain Taxes

            	
              41

            
	 	
              Section 15.3.

            	
              Survival

            	
              41

            
	 	

            	 	 	 
	
              Section 16.

            	
              Survival of Representations and Warranties; Entire Agreement

            	
              41

            
	 	 	 
	
              Section 17.

            	
              Amendment and Waiver

            	
              42

            
	 	 	 
	 	
              Section 17.1.

            	
              Requirements

            	
              42

            
	 	
              Section 17.2.

            	
              Solicitation of Holders of Notes

            	
              42

            
	 	
              Section 17.3.

            	
              Binding Effect, Etc

            	
              43

            
	 	
              Section 17.4.

            	
              Notes Held by Company, Etc

            	
              43

            
	 	 	 	 	 
	
              Section  18.

            	
              Notices

            	
              43

            
	 	 	 
	
              Section  19.

            	
              Reproduction of Documents

            	
              44

            
	 	 	 
	
              Section  20.

            	
              Confidential Information

            	
              45

            
	 	 	 
	
              Section  21.

            	
              Substitution of Purchaser

            	
              46

            
	 	 	 
	
              Section 22.

            	
              Miscellaneous

            	
              46

            


      

      

      
        -iii-

        
          


      

      	 	
              Section 22.1.

            	
              Successors and Assigns

            	
              46

            
	 	
              Section 22.2.

            	
              Accounting Terms

            	
              46

            
	 	
              Section 22.3.

            	
              Severability

            	
              47

            
	 	
              Section 22.4.

            	
              Construction, Etc

            	
              47

            
	 	
              Section 22.5.

            	
              Counterparts

            	
              47

            
	 	
              Section 22.6.

            	
              Governing Law

            	
              47

            
	 	
              Section 22.7.

            	
              Jurisdiction and Process; Waiver of Jury Trial

            	
              48

            


       

      
        -iv-

        
          


      

      	
              Schedule A

            	
              —

            	
              Defined Terms

            
	 	 	 
	
              Schedule 1

            	
              —

            	
              Form of 4.33% Senior Notes due June 30, 2032

            
	 	 	 
	
              Schedule 4.4(a)

            	
              —

            	
              Form of Opinion of Special Counsel for the Company

            
	 	 	 
	
              Schedule 4.4(b)

            	
              —

            	
              Form of Opinion of Special Counsel for the Purchasers

            
	 	 	 
	
              Schedule 5.4

            	
              —

            	
              Subsidiaries of the Company and Ownership of Subsidiary Stock

            
	 	 	 
	
              Schedule 5.5

            	
              —

            	
              Financial Statements

            
	 	 	 
	
              Schedule 5.15

            	
              —

            	
              Existing Indebtedness

            
	 	 	 
	
              Exhibit 14.2

            	
              —

            	
              Tax Compliance Certificate

            
	 	 	 
	
              Purchaser Schedule

            	
              —

            	
              Information Relating to Purchasers

            
	 	 	 
	
              Exhibit 1.3

            	
              —

            	
              Form of Subsidiary Guaranty

            


      

      

      
        -v-

        
          


      

      Littelfuse, Inc.

      

      

      $100,000,000 4.33% Senior Notes due June 30, 2032

      

      

      May 18, 2022

      

      

      To Each of the Purchasers Listed in

      the Purchaser Schedule Hereto:

       

      Ladies and Gentlemen:

       

      Littelfuse, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the purchasers whose names
          appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

       

      	Section 1.	
              Authorization of Notes.

            


       

      Section 1.1.       Description of Notes.  The Company will authorize the issue and sale of its $100,000,000 aggregate principal amount of its 4.33%
            Senior Notes, due June 30, 2032 (the “Notes”).  The Notes shall be substantially in the form set out in Schedule 1.  Certain capitalized and other terms used in this Agreement are
            defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

       

      Section 1.2.       Applicable Interest Rate, Interest Payment Dates and Maturity Date.  The Notes shall bear interest (computed on the basis of a
            360-day year of twelve 30-day months) on the unpaid principal balance thereof at the applicable per annum interest rate set forth on Schedule C-1 (the “Applicable Interest Rate”) from
            the date of issuance, payable semi-annually, on the interest payment dates determined as set forth on Schedule C-1 (each such date being referred to herein as a “Interest Payment Date”),
            until such principal amount shall have become due and payable, and, to the extent permitted by applicable law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue
            payment of any Make-Whole Amount, at a rate per annum from time to time equal to the applicable Default Rate, payable semi-annually on each Interest Payment Date as aforesaid.  The Maturity Date of the Notes shall be determined as set forth in
            Schedule C-1 (such date being referred to herein as the “Maturity Date”)

       

      Section 1.3.       Subsidiary Guaranty.  (a) The payment by the Company of all amounts due with respect to the Notes and this Agreement and the
            performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty Agreement, dated as of the date of the Closing (or as of such
            other date as agreed to in accordance with Section 3), which shall be substantially in the form of Exhibit 1.3 attached hereto, in accordance with and subject to the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).

       

      
        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (b)         A Subsidiary Guarantor shall be
            released and discharged from the Subsidiary Guaranty in accordance with Section 9.7(b).

       

      Section 1.4.       Additional Interest.  (a) If the Consolidated Net Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.7(a), as evidenced by an Officer’s Certificate delivered pursuant to Section
            7.2(a), the interest rate payable on the Notes shall be increased by 0.75% (the “Incremental Interest”).  Such Incremental Interest shall begin to accrue on the first day of the fiscal
            quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the
            last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Consolidated Net Leverage Ratio is not more than 3.50 to 1.00.  In the event such Officer’s Certificate evidencing that the Consolidated Net
            Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.

       

      (b)        Within 10 Business Days of the
            delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Consolidated Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first
            day that Incremental Interest begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Incremental Interest) and (iii) 0.25 (to reflect that the Incremental Interest is payable quarterly). 
            The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement.

       

      (c)          For avoidance of doubt, no
            Incremental Interest will be used in calculating any Make-Whole Amount.

       

      	Section 2.	
              Sale and Purchase of Notes .

            


       

      Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the
        Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations
        hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non‐performance of any obligation by any other Purchaser hereunder.

       

      
        -2-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      	Section 3.	
              Closing.

            


       

      The execution and delivery of this Agreement shall occur as of the date of this Agreement (the “Execution





          Date”).  The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street, Chicago, Illinois 60606 at 10:00 a.m., Chicago time, at a closing during the period
        beginning on Execution Date and ending on a date not later than October 31, 2022 (the “Expiration Date”), as designated by the Company pursuant to a written notice delivered to the
        Purchasers and Chapman and Cutler LLP not less than five (5) Business Days prior to such designated date of closing (the “Closing”); provided,





          however, that the Maturity, Interest Payment Dates and Applicable Interest Rate for the Notes shall be determined in relation to the date of the Closing in accordance with Schedule C-1.  At the Closing the Company will deliver to each
        Purchaser the Notes to be purchased by such Purchaser in the form of a single Note to be purchased by the Purchaser (or such greater number of Notes in denominations of at least $100,000 as
        such Purchaser may request) in the amount purchased, dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available
        funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 8666114654 at Bank of America, Chicago, Illinois, ABA No. 026009593, Swift code BOFAUS3N.  If at the
        Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its
        election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction
        or such failure by the Company to tender such Notes.

       

      If the Acquisition has not occurred on or prior to the Expiration Date, (i) this Agreement shall automatically terminate, without the necessity of
        any further action, effective as of the commencement of the next day, and  (ii) the Company shall be relieved of, and otherwise have no responsibility for, any losses, costs, expenses, damages, breakage costs or other similar amounts that may
        otherwise be payable to the Purchasers in connection with this Agreement, provided that (y) the Company shall pay the fees, charges and disbursements of the Purchaser’s special counsel
        described in Section 4.7 on or before the Expiration Date and (z) the rights provided in Sections 15 and 16 shall survive the termination of this Agreement.

       

      	Section 4.	
              Conditions to Closing.

            


       

      Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such
        Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

       

      Section 4.1.       Representations and Warranties.

       

      (a)         Representations and Warranties of the Company.  The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

       

      
        -3-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (b)        Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the Closing.

       

      Section 4.2.      Performance; No Default.  The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and
            conditions contained in this Agreement and the Subsidiary Guaranty required to be performed or complied with by the Company and each such Subsidiary Guarantor prior to or at the Closing.  From the date of this Agreement until Closing, before
            and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.  Neither the
            Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

       

      Section 4.3.       Compliance Certificates.

       

      (a)        Officer’s Certificate of the Company.  The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1(a), 4.2
            and 4.9 have been fulfilled.

       

      (b)         Secretary’s Certificate of the Company.  The Company shall have delivered to such Purchaser a certificate, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate
            proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

       

      (c)         Officer’s Certificate of the Subsidiary Guarantors.  Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions
            specified in Sections 4.1(b), 4.2 and 4.9 have been fulfilled.

       

      (d)         Secretary’s Certificate of the Subsidiary Guarantors.  Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate, dated the date of the Closing, certifying as to the resolutions attached
            thereto and other organizational proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty.

       

      Section 4.4.      Opinions of Counsel.  Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Baker & Hostetler LLP,
            counsel for the Company and the Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request
            (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule
            4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

      

      

      
        -4-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 4.5.       Purchase Permitted By Applicable Law, Etc.  On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such
            Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not
            violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or
            regulation, which law or regulation was not in effect on the date hereof.  If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably
            specify to enable such Purchaser to determine whether such purchase is so permitted.

       

      Section 4.6.      Sale of Other Notes.  Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing
            as specified in the Purchaser Schedule.

       

      Section 4.7.      Payment of Special Counsel Fees.  Without limiting Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the fees, charges and disbursements of the
            Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

       

      Section 4.8.      Private Placement Number.  A Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall have been obtained for the Notes.

       

      Section 4.9.     Changes in Corporate Structure.  The Company and each Subsidiary Guarantor shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any
            merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

       

      Section 4.10.     Funding Instructions.  At least five (5) Business Days prior to the Closing Date, each Purchaser shall have received written instructions
              signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number/Swift Code/IBAN, and (c) the
              account name and number into which the purchase price for the Notes is to be deposited, which account shall be fully opened and able to receive micro deposits in accordance with this Section at least five (5) Business Days prior to the
              Closing Date.  Each Purchaser has the right, but not the obligation, upon written notice (which may be by email) to the Company, to elect to deliver a micro deposit (less than $51.00) to the account identified in the written instructions no
              later than two (2) Business Days prior to the Closing Date.  If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by
              such Purchaser prior to the Closing Date.  The Company shall not be obligated to return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price of the Notes.

      

      

      
        -5-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 4.11.    Subsidiary Guaranty.  The
            Subsidiary Guaranty shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a
            true, correct and complete copy thereof, along with an opinion of counsel reasonably satisfactory to the Purchasers covering such matters relating to each Subsidiary Guarantor and such Subsidiary Guaranty as the Purchasers may reasonably
            request.

       

      Section 4.12.    Notice of Closing Date.  Unless the Closing occurs on October 31, 2022, at least five (5) Business Days prior to the date of the
            Closing, each Purchaser shall have received written notice signed by a Responsible Officer on letterhead of the Company confirming the date of the Closing.

       

      Section 4.13.     Regulatory Approval.  All regulatory and other approvals required to be in effect in connection with the issuance and sale of the Notes hereunder and the consummation of the Acquisition of
            C&K Switches by the Company (including without limitation Hart Scott Rodino) shall have been obtained and be in full force and effect, all applicable waiting periods shall have expired without any materially adverse action being taken by
            any applicable authority, and copies of the documentation thereof shall have been delivered to the Purchaser.

       

      Section 4.14.    Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such
            transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such
            Purchaser or such special counsel may reasonably request.

       

      	Section 5.	
              Representations and Warranties of the Company.

            


       

      The Company represents and warrants to each Purchaser as of the date of this Agreement and as of the Closing that:

       

      Section 5.1.       Organization; Power and Authority.  The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly
            qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not,
            individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the
            business it transacts and currently proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

       

      Section 5.2.       Authorization, Etc.  This Agreement and the Notes have been duly au-thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution
            and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy,
            insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
            law).

      

      

      
        -6-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 5.3.     Disclosure.  The Company, through its agent, BofA Securities, Inc., has delivered to each Purchaser a copy of a Private Placement Offering Memorandum, dated April 2022 (the “Memorandum”), relating to the transactions contemplated hereby.  The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the
            Company and its Subsidiaries.  This Agreement, the Memorandum, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company prior to April 22, 2022
            in connection with the transactions contemplated hereby (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in
            light of the circumstances under which they were made.  Except as disclosed in the Disclosure Documents, since the end of the Company’s most recent fiscal year for which audited financial statements have been furnished to the Purchasers or is
            publicly available, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected to
            have a Material Adverse Effect.  There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

       

      Section 5.4.       Organization and Ownership of Shares of Subsidiaries; Affiliates.  (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing,
            as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such
            Subsidiary is a Subsidiary Guarantor, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.

       

      (b)         All of the outstanding shares of
            capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non‐assessable and are owned by the Company or another Subsidiary
            free and clear of any Lien that is prohibited by this Agreement.

       

      (c)        Each Subsidiary is a corporation or
            other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in
            good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected
            to have a Material Adverse Effect.  Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and currently
            proposes to transact.

      

      

      
        -7-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (d)        No Subsidiary is subject to any legal,
            regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or
            make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

       

      Section 5.5.       Financial Statements; Material Liabilities.  The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5.  All of
            such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such
            Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the
            notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).  The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

       

      Section 5.6.       Compliance with Laws, Other Instruments, Etc.  The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or
            constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter,
            regulations or by‐laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii)
            conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any
            provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

       

      Section 5.7.     Governmental Authorizations, Etc.  No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the
            execution, delivery or performance by the Company of this Agreement or the Notes, other than routine filings after the date of this Agreement with the state “blue sky” authorities that are required to claim any exemption under “blue sky” laws,
            if any.

       

      Section 5.8.      Litigation; Observance of Agreements, Statutes and Orders.  (as) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Company, threatened
            against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate,
            reasonably be expected to have a Material Adverse Effect.

       

      (b)        Neither the Company nor any Subsidiary
            is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (iii) in
            violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), in each case, which
            default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      
        -8-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 5.9.       Taxes.  The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such
            returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes
            and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which
            the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other tax or assessment from prior tax periods that are claimed to be unpaid that could,
            individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal
            periods are adequate.  The U.S. federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and
            including the fiscal year ended December 31, 2016.

       

      Section 5.10.    Title to Property; Leases.  The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent
            audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of
            Liens prohibited by this Agreement except for defects in title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  All leases that individually or in the aggregate are Material are valid
            and subsisting and are in full force and effect in all material respects.

       

      Section 5.11.     Licenses, Permits, Etc.  (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks,
            trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without conflict with the rights of others except for those conflicts that, individually or in the aggregate, could not be reasonably expected to
            have a Material Adverse Effect.

       

      (b)         No product or service of the Company
            or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for that
            which could not be reasonably expected to have a Material Adverse Effect.

        

          

      (c)         There is no violation by any Person
            of any right of the Company or any of its Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or
            any of its Subsidiaries, except for that which could not be reasonably expected to have a Material Adverse Effect.

       

      
        -9-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 5.12.     Compliance with Employee Benefit Plans.  (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of
            noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or
            IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate,
            reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case
            pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the
            amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

       

      (b)         The present value of the aggregate
            benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of January 1, 2022 on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did
            not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $1,000,000 in the case of any single Plan and by more than $1,000,000 in the aggregate for all Plans.  The present value of the
            accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of January 1, 2022 on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan
            allocable to such benefit liabilities by more than $39,000,000.  The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

       

      (c)        The Company and its ERISA Affiliates
            have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) any
            obligation in connection with the termination of or withdrawal from any Non-U.S. Plan that individually or in the aggregate are Material.

       

      (d)        The expected postretirement benefit
            obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715‐60, without regard to liabilities attributable to
            continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

       

      (e)         The execution and delivery of this
            Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)‐(D) of
            the Code.  The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds
            to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

      

      

      
        -10-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (f)         All Non-U.S. Plans have been
            established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect.  All premiums,
            contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Company and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue
            could not be reasonably expected to have a Material Adverse Effect.

       

      (g)         The Parties agree that,
            notwithstanding anything herein to contrary, the only representations and warranties of the Company in this Section 5 relating to employee benefit plans are those contained in this Section 5.12.

       

      Section 5.13.      Private Offering by the Company.  Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or
            any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than ten (10) other Institutional Investors, each of which has been offered the Notes at a private
            sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the
            registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

       

      Section 5.14.   Use of Proceeds; Margin Regulations.  The Company will apply the proceeds of the sale of the Notes hereunder to provide funding for the Acquisition and to pay related or ancillary costs and
            expenses, and for general corporate purposes.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the
            Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
            to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have
            any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

       

      Section 5.15.    Existing Indebtedness; Future Liens.  (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all
            outstanding Indebtedness of the Company and its Subsidiaries, other than Indebtedness owed to the Company or the Subsidiaries as of the date of this Agreement (including descriptions of the obligors and obligees, principal amounts outstanding,
            any collateral therefor and any Guarantee thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. 
            Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with
            respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity
            or before its regularly scheduled dates of payment.

       

      
        -11-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (b)         Except as disclosed in Schedule 5.15
            (or, after the date of this Agreement, Liens that would otherwise be permitted by Section 10.6 of this Agreement), neither the Company nor any Subsidiary has agreed or consented (i) to cause or permit any of its property, whether now owned or
            hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a
            Lien that secures Indebtedness.

       

      (c)         Neither the Company nor any
            Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other
            organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

       

      Section 5.16.     Foreign Assets Control Regulations, Etc.  (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear
            on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

       

      (b)         Neither the Company nor any
            Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under
            investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

       

      (c)          No part of the proceeds from the
            sale of the Notes hereunder:

       

      (i)         constitutes or
            will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any
            Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

       

      (ii)         will be used,
            directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

       

      (iii)      will be used,
            directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case
            which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti‐Corruption Laws.

       

      
        -12-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (d)        The Company has established procedures
            and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws,
            Anti-Money Laundering Laws and Anti-Corruption Laws.

       

      Section 5.17.     Status under Certain Statutes.  Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 2005, the
            ICC Termination Act of 1995, or the Federal Power Act.

       

      Section 5.18.     Environmental Matters.  (a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim
            against the Company or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws,
            except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

       

      (b)         Neither the Company nor any
            Subsidiary has actual knowledge of any facts which would reasonably be expected to give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to
            real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

       

      (c)         Neither the Company nor any
            Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be
            expected to result in a Material Adverse Effect.

       

      (d)         Neither the Company nor any
            Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

       

      (e)          All buildings on all real properties
            now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material
            Adverse Effect.

       

      Section 5.19.     Ranking of Obligations.  The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company. The Subsidiary Guarantors’ payment obligation under the Subsidiary Guaranty rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of each Subsidiary Guarantor.

       

      
        -13-

        
          


        
          	
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                  Note Purchase Agreement

                


        

      

      	Section 6.	
              Representations of the Purchasers.

            


       

      Section 6.1.      Purchase for Investment.  Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the
            account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be
            within such Purchaser’s or their control.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from
            registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

       

      Section 6.2.       Source of Funds.  Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

       

      (a)       the Source is an
            “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95‐60) in respect of which the reserves and
            liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf
            of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined
            in PTE 95‐60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

       

      (b)        the Source is a
            separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
            separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

       

      (c)        the Source is
            either (i) an insurance company pooled separate account, within the meaning of PTE 90‐1 or (ii) a bank collective investment fund, within the meaning of the PTE 91‐38 and, except as disclosed by such Purchaser to the Company in writing pursuant
            to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

       

      
        -14-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      (d)         the Source
            constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84‐14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the
            meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer
            or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the
            conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related”
            within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans
            established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund,
            have been disclosed to the Company in writing pursuant to this clause (d); or

       

      (e)        the Source
            constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96‐23 (the “INHAM Exemption”)) managed by an “in‐house asset manager” or “INHAM” (within the meaning of Part
            IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the
            INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to
            this clause (e); or

       

      (f)          the Source is a
            governmental plan; or

       

      (g)         the Source is one
            or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

       

      (h)          the Source does
            not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

       

      As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

       

      Section 6.3.       Accredited Investor..  Each Purchaser represents that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act).

      

      

      
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      	Section 7.	
              Information as to Company

            


       

      Section 7.1.       Financial and Business Information.  The Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:

       

      (a)         Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‐Q
            (the “Form 10‐Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be
            delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each
            quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

       

      (i)         an unaudited consolidated balance
            sheet of the Company and its Subsidiaries as at the end of such quarter, and

       

      (ii)        unaudited
            consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such
            quarter,

       

      setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail,
        prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their
        results of operations and cash flows, subject to changes resulting from year‐end adjustments;

       

      (b)         Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‐K (the
            “Form 10‐K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered
            under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year
            of the Company, duplicate copies of

       

      (i)         a consolidated
            balance sheet of the Company and its Subsidiaries as at the end of such year, and

       

      (ii)        consolidated
            statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

       

      
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      setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP,
        and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of
        recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have
        been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis
        for such opinion in the circumstances;

       

      (c)         SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy statement or similar document sent by the Company or any
            Subsidiary (x) to its creditors under any Material Credit Facility (excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability)
            or (y) to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or such holder), and each prospectus and all amendments
            thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

       

      (d)         Notice of Default or Event of Default — promptly, and in any event within 5 days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any
            Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice
            specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

       

      (e)          Employee Benefits Matters — promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and
            the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

       

      (i)        with respect to any
            Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

       

      (ii)        the taking by the
            PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any
            ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

       

      
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      (iii)      any event,
            transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affili-ate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or
            in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other
            such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or

       

      (iv)       receipt of notice
            of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‐U.S. Plans;

       

      (f)          Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental Authority
            relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

       

      (g)         Resignation or Replacement of Auditors — within 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification
            thereof, together with such further information as the Required Holders may reasonably request, provided that the Company shall not be required to provide notice with respect to a
            change of auditors arising from a Change of Control for which notice has been given under Section 8.3; and

       

      (h)         Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or
            any of its Subsidiaries (including actual copies of the Company’s Form 10‐Q and Form 10‐K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes or the ability of a Subsidiary Guarantor to perform
            its obligations under the Subsidiary Guaranty as from time to time may be reasonably requested by any such Purchaser or such holder of a Note.

       

      Section 7.2.       Officer’s Certificate.  Each set of financial statements delivered to a Purchaser or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a
            Senior Financial Officer:

       

      (a)       Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of
            Section 10 during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements
            that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or
            percentage then in existence.  In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this
            Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

       

      
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      (b)         Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the
            transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the
            existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or
            any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto; and

       

      (c)        Subsidiary Guarantors – setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary
            that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.

       

      Section 7.3.       Visitation.  The Company shall permit the representatives of each Purchaser and holder of a Note that is an Institutional Investor:

       

      (a)         No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior notice to the Company, to visit the principal executive
            office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public
            accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably
            requested in writing; and

       

      (b)         Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all
            their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and
            by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

       

      Section 7.4.      Electronic Delivery.  Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Company
            pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:

       

      
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      (a)        such financial
            statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a
            Note by e‐mail at the e‐mail address set forth in such Purchaser or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company;

       

      (b)         the Company shall
            have timely filed such Form 10‐Q or Form 10‐K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying the
            requirements of Section 7.2 available on its home page on the internet, which is located at http://www.littelfuse.com as of the date of this Agreement;

       

      (c)       such financial
            statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf
            of the Company on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or

       

      (d)        the Company shall
            have timely filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each
            holder of Notes has free access;

       

      provided however, that in no
          case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (b), (c) or (d), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e‐mail or in
          accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such
          forms, financial statements, other information and Officer’s Certificates or to receive them by e‐mail, the Company will promptly e‐mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

       

      	Section 8.	
              Payment and Prepayment of the Notes.

            


       

      Section 8.1.       Maturity.  As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

       

      
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      Section 8.2.      Optional Prepayments with Make‐Whole Amount.  The Company may, at its option, upon notice as provided below, prepay at any time all,
            or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make‐Whole
            Amount determined for the prepayment date with respect to such principal amount.  The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior
            to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17.  Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of
            the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount
            being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make‐Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment),
            setting forth the details of such computation.  Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make‐Whole Amount as of
            the specified prepayment date.

       

      Section 8.3.       Prepayment upon Change of Control.

       

      (a)          Notice of Change of Control.  The Company will, within fifteen (15) Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control of the Company, give written notice of such
            Change of Control to each holder of Notes unless notice in respect of such Change of Control shall have been given pursuant to subparagraph (b) of this Section 8.3.  If a Change of Control of the Company has occurred, such notice shall contain
            and constitute an offer to prepay the Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (f) of this Section 8.3.

       

      (b)          Condition to Company Action.  The Company will not take any action that consummates or finalizes a Change of Control of the Company unless (i) at least fifteen (15) Business Days prior to such action it shall have
            given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.3, accompanied by the certificate described in subparagraph (f) of this Section 8.3, and (ii)
            contemporaneously with such action, it prepays all Notes whose holders have accepted the offer to prepay in accordance with this Section 8.3.

       

      (c)       Offer to Prepay Notes.  The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less
            than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”).  If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.3, such date shall be not less than 30 days
            and not more than 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 30th day after the date of such offer).  If such Proposed Prepayment Date is
            in connection with an offer contemplated by subparagraph (b) of this Section 8.3, such date shall be not less than fifteen (15) Business Days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer,
            the Proposed Prepayment Date shall be the tenth (10th) Business Day after the date of such offer).

       

      
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      (d)        Acceptance; Rejection.  A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance or rejection, as the case may be, to be delivered to the
            Company on or before the date specified in the certificate described in subsection (f) of this Section 8.3.  A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3, or to accept an offer as to all of
            the Notes held by the holder on or before such specified date shall be deemed to constitute a rejection of such offer by such holder.

       

      (e)         Prepayment.  Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the outstanding principal amount of such Notes, together with interest on such Notes accrued and unpaid to the
            date of prepayment, but without any Make-Whole Amount or prepayment premium.  The prepayment shall be made on the Proposed Prepayment Date.

       

      (f)          Officer’s Certificate.  Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying: (i)
            the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the
            Proposed Prepayment Date; (v) that the conditions of this Section 8.3 have been fulfilled; (vi) in reasonable detail, the nature and date or proposed date of the Change of Control; and (vii) the date by which any holder of a Note that wishes to
            accept such offer must deliver notice thereof to the Company, which date shall not be earlier than seven (7) Business Days prior to the Proposed Prepayment Date.

       

      Section 8.4.       Allocation of Partial Prepayments.  In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all
            of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

      

      

      Section 8.5.       Maturity; Surrender, Etc.In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be
            prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make‐Whole Amount, if any.  From and after such date, unless the
            Company shall fail to pay such principal amount when so due and payable, together with the interest and Make‐Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be
            surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

       

      Section 8.6.      Purchase of Notes.  The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a)
            upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes, or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same
            terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days.  If the holders of more than
            35% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by
            the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment,
            prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

       

      
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      Section 8.7.        Make‐Whole Amount.

       

      The term “Make‐Whole Amount”
        means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make‐Whole Amount may in no event be less than zero.  For the purposes of determining the Make‐Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as
        the context requires.

       

      “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with
          respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such
          Called Principal.

       

      “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York
          City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most
          recently issued actively traded on‐the‐run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. 
          If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in
          accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on‐the‐run U.S. Treasury securities with the maturities (1) closest to and
          greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

      

      

      
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      If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity
        implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve
        Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  If there is no such U.S. Treasury
        constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than
        such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the
        interest rate of the applicable Note.

       

      “Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled
          Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360‐day year comprised of twelve 30‐day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to
          such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

       

      “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such
          Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the
          amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

       

      “Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the
          context requires.

       

      Section 8.8.       Payments Due on Non‐Business Days.  Anything in this Agreement or the Notes
            to the contrary notwithstanding, (x) except as set forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days
            elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make‐Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that
            is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

      

      

      Section 8.9.       Mandatory Redemption.   The Company shall redeem, on or before seventh (7th) Business Day following the date of the Closing, the aggregate principal amount of the Notes then outstanding if
            the Acquisition has not been consummated on or before fifth (5th) Business Day following the date of Closing (a “Mandatory Redemption”).  The redemption price shall be 100% of the
            principal amount so redeemed, plus accrued interest to the date of redemption.  No premium (including no Make-Whole Amount) shall be payable in connection with a Mandatory Redemption. 
            The Company will give each holder of Notes written notice of a Mandatory Redemption under this Section 8.9 not less than two (2) Business Days prior to such redemption.  Each such notice shall specify that the principal amount of each Note held
            by such holder will be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed.

       

      
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        	Section 9.	
                Affirmative Covenants.

              


         

        From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are
          outstanding, the Company covenants that:

         

        Section 9.1.     Compliance with Laws.  Without limiting Section 10.5, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to
              which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits,
              franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non‐compliance with such laws,
              ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be
              expected to have a Material Adverse Effect.

         

        Section 9.2.       Insurance.  The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and
              businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co‐insurance and self‐insurance, if adequate reserves are maintained with respect thereto) as is customary in the
              case of entities of established reputations engaged in the same or a similar business and similarly situated.

         

        Section 9.3.        Maintenance of Properties.  The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair,
              working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this
              Section 9.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that
              such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

         

        Section 9.4.     Payment of Taxes and Claims.  The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes
              shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and
              before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided
              that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in
              appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies
              and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

         

        
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        Section 9.5.      Corporate Existence, Etc.  Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect.  Subject to Sections 10.2 and 10.3, the
              Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly‐Owned Subsidiary) and all rights and franchises of the Company and its
              Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a
              Material Adverse Effect.

         

        Section 9.6.      Books and Records.  The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any
              Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.  The Company will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable
              detail, accurately reflect all transactions and dispositions of assets.  The Company and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records,
              and accounts accurately reflect all transactions and dispositions of assets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

         

        Section 9.7.       Subsidiary Guarantors.  (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or
              otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith deliver the following to each holder of a Note:

         

        (i)        an executed
              counterpart of such Subsidiary Guaranty or a joinder thereto in the form of the Subsidiary Guaranty Supplement attached as Exhibit A to the Subsidiary Guaranty;

         

        (ii)       a certificate
              signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those
              contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);

         

        (iii)       all documents as
              may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such
              Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

         

        
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        (iv)        an opinion of
              counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request;

         

        provided, that
            notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement
            and the Notes to the extent such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign
              Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”).  For all purposes of this Agreement, all Foreign Borrowings and Foreign
            Guarantees shall constitute Priority Debt.

         

        (b)          At the election of the Company and
              by written notice to each holder of Notes, any Subsidiary Guarantor that is party to a Subsidiary Guaranty will be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from
              its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is
              otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its
              Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such
              Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material
              Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters
              set forth in clauses (i) through (iv).  In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

         

        Section 9.8.       Ranking of Obligations.  The Company will ensure that its payment obligations under this Agreement and the Notes will at all times rank at least pari passu, without preference or priority, with all other unsecured unsubordinated Indebtedness of the Company.  The Company will ensure that each Subsidiary Guarantor’s payment obligations under the Subsidiary Guaranty
              will at all times rank at least pari passu, without preference or priority, with all other unsecured unsubordinated Indebtedness of such Subsidiary Guarantor.

         

        	Section 10.	
                Negative Covenants.

              


         

        From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:

         

        Section 10.1.    Transactions with Affiliates.  The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including the
              purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such
              Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s‐length transaction with a Person not an Affiliate.

         

        
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        Section 10.2.    Merger, Consolidation, Etc.  The Company will not, and will not permit any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially
              all of its assets in a single transaction or series of transactions to any Person unless:

         

        (a)         in the case of
              any such transaction involving the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an
              entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such
              corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and
              condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent
              counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

         

        (b)        in the case of any
              such transaction involving a Subsidiary, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary as an
              entirety, as the case may be, shall be (1) the Company, (2) such Subsidiary or another Subsidiary; or (3) any other Person so long as such other Person becomes a Subsidiary as of the effective time of the transaction or the transaction is
              treated as a disposition of all of the assets of such Subsidiary for purposes of Section 10.3 and, based on such characterization, would be permitted pursuant to Section 10.3;

         

        (c)         each Subsidiary
              Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to
              documentation that is reasonably acceptable to the Required Holders; and

         

        (d)         immediately
              before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing.

         

        No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary shall have the effect of releasing the Company or such
          Subsidiary, as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2, from its liability under (x) this Agreement or the Notes (in the case
          of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released
          from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.

         

        
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        Section 10.3.    Sale of Assets, Etc.  Except as permitted in Section 10.2, the Company will not, and will not permit any Subsidiary to, sell, lease
              or otherwise dispose of any substantial part (as defined below) of the assets of the Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell,
              lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Subsidiaries if such assets are sold in an arm’s length transaction and, at such time and after giving effect thereto, no Default or
              Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of
              “substantial part” set forth below) shall be used within 365 days of such sale, lease or disposition, in any combination:

         

        (1)         to acquire
              productive assets used or useful in carrying on the business of the Company and its Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; and/or

         

        (2)         to prepay or
              retire Senior Debt of the Company and/or its Subsidiaries, provided that (i) the Company shall offer to prepay each
              outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the
              payment of the Make-Whole Amount.  Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty
              (60) days prior to the proposed prepayment date.  Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the
              prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes.  Each holder of the Notes which desires to have its Notes prepaid
              shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment.  If a Holder does not accept an offer to prepay as set forth in this
              Section 10.3, the Company shall be permitted to retain the Ratable Portion of the net proceeds allocable to the Notes of such Holder without any further requirements for reinvestment or prepayment as set forth in this Section 10.3.

         

        As used in this Section 10.3, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Company and its Subsidiaries
          during the period of 12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease
          or other disposition; provided that there shall be excluded from any determination of a “substantial part” (i) any sale, lease or disposition of assets in the ordinary course of business
          of the Company and its Subsidiaries, (ii)  any transfer of assets from the Company to any Subsidiary or from any Subsidiary to the Company or a Subsidiary, (iii) any sale or transfer of property acquired by the Company or any Subsidiary after the
          date of this Agreement to any Person within 365 days following the acquisition or construction of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such sale or transfer, lease such property, as
          lessee.

         

        
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        Section 10.4.    Line of Business.  The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its
              Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described
              in the Memorandum.

         

        Section 10.5.     Economic Sanctions, Etc.  The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or
              control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment,
              dealing or transaction (i) would cause any Purchaser or holder or any affiliate of such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or
              subject to sanctions under any U.S. Economic Sanctions Laws.

         

        Section 10.6.     Liens.  The Company will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or
              otherwise) any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any
              income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:

         

        (a)         Liens existing
              on the date hereof and listed on Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or
              benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing
              commitments unutilized thereunder, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 10.7;

         

        (b)        Liens for taxes
              not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

         

        (c)          carriers’,
              warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate
              proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

         

        
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        (d)        pledges or
              deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and customary bankers’ Liens and rights of setoff
              arising, in each case, by operation of law and incurred on deposits made in the ordinary course of business;

         

        (e)          deposits to
              secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred
              in the ordinary course of business;

         

        (f)         easements,
              rights‐of‐way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or
              materially interfere with the ordinary conduct of the business of the applicable Person;

         

        (g)         Liens securing
              judgments for the payment of money not constituting an Event of Default under Section 11(j) or securing appeal or other surety bonds relating to such judgments;

         

        (h)       Liens securing
              Indebtedness permitted under Section 10.7 in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed assets; provided, however, that the
              aggregate amount of all such Indebtedness at any one time outstanding shall not exceed 10% of Consolidated Net Worth at such time (calculated as of the most recently ended fiscal quarter and determined at the time of incurring such
              Indebtedness by reference to the Company’s financial statements most recently delivered pursuant to Section 7.1(a) or (b); provided, further
              that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property
              being acquired on the date of acquisition;

         

        (i)         Liens on assets
              of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 10.7 and in an aggregate amount not to exceed the Threshold Amount at any one time outstanding, and any refinancings, refundings, replacements,
              renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal
              to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, replacement, renewal or extension and by an amount equal to any existing commitments
              unutilized thereunder, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any extension, renewal or replacement of the obligations secured or benefited thereby is permitted by Section 10.7;

         

        
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        (j)         any Lien
              existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or
              consolidated with or into a Subsidiary in a transaction permitted hereunder) prior to the time such Person becomes a Subsidiary (or is so merged or consolidated) and securing Indebtedness permitted under Section 10.7, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), as the case may be, (ii) such
              Lien shall not apply to any other property or assets of the Company or any Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or
              is so merged or consolidated), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof other than as permitted by Section 10.7); and

         

        (k)         other Liens
              securing Indebtedness of the Company or any Subsidiary not otherwise permitted by clauses (a) through (j), provided that Priority Debt shall not at any time exceed the limitations set
              forth in Section 10.7, provided, further, that notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this Section
              10.6(k) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness
              pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is
              reasonably acceptable to the Required Holders.

         

        Section 10.7.     Financial Covenants.

         

        (a)       Consolidated Net Leverage Ratio.  The Company will not permit its Consolidated Net Leverage Ratio at the end of any fiscal quarter to exceed 3.50:1.00; provided
              that, upon notice by the Company to the holders of Notes, as of the last day of each of the four consecutive fiscal quarters immediately following a Qualified Acquisition (the “Adjustment
                Period”), such ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00, and in which event, the Company shall be obligated to pay the Incremental Interest provided for in Section 1.4; provided further that in no event may the Consolidated Net Leverage Ratio be greater than 3.50 to 1.00 following a Qualified Acquisition on more than three (3) separate occasions during
              the term of this Agreement and the Consolidated Net Leverage Ratio may not exceed 3.50 to 1.00 for at least two (2) consecutive fiscal quarters in between each Adjustment Period.  The Consolidated Net Leverage Ratio will be calculated at the
              end of each fiscal quarter, using the results of the twelve-month period ending with that fiscal quarter, it being understood that to the extent any Qualified Acquisition shall have occurred during such period, the Consolidated Net Leverage
              Ratio shall be calculated as if such acquisition occurred at the beginning of such period.

         

        
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        Notwithstanding the foregoing, if any Material Credit Facility includes provisions related to a leverage ratio (including any substantially
          similar concepts and any related definitions, the “MFL Leverage Covenant Provisions”) and such MFL Leverage Covenant Provisions are more favorable to the lenders thereunder (including,
          without limitation, if the leverage ratio in such Material Credit Facility is calculated on a gross basis), such MFL Leverage Covenant Provisions will be incorporated herein, mutatis mutandi,
          as if set forth fully in this Agreement, effective beginning on the date on which such MFL Leverage Covenant Provisions are effective under such Material Credit Facility.

         

        (b)         Consolidated Interest Coverage Ratio.  The Company will not permit its Consolidated Interest Coverage Ratio at the end of any fiscal quarter to be less than 2.50:1.00.  The Consolidated Interest Coverage Ratio
              will be calculated at the end of each fiscal quarter, using the results of the twelve-month period ending with that fiscal quarter.  Notwithstanding the foregoing, if any Material Credit Facility includes provisions related to a consolidated
              interest coverage ratio (including any substantially similar concepts and any related definitions, the “MFL Interest Coverage Covenant Provisions”; and together with the MFL Leverage Covenant Provisions, the “MFL Covenant Provisions”) and such MFL Interest Coverage Covenant Provisions are more
              favorable to the lenders thereunder, such MFL Interest Coverage Covenant Provisions will be incorporated herein, mutatis mutandi, as if set forth fully in this Agreement, effective
              beginning on the date on which such MFL Interest Coverage Covenant Provisions are effective under such Material Credit Facility.  For purposes of clarification, as of the date of the Closing, the minimum Consolidated Interest Coverage Ratio
              under this Section 10.7(b) shall be 3.00 to 1.00.

         

        (c)        With respect to clauses (a) and (b)
              of this Section 10.7, (i) provided that no Default or Event of Default has occurred and is then continuing, if such MFL Covenant Provision is subsequently amended or modified in the
              Material Credit Facility, such amendment or modification shall be deemed incorporated by reference into this Agreement, mutatis mutandi, as if set forth fully in this Agreement,
              effective beginning on the date on which such amendment or modification is effective in the Material Credit Facility, (ii) provided, further, that the Consolidated Net Leverage Ratio
              shall never exceed 3.50:1.00 or, subject to Section 10.7(a), immediately following a Qualified Acquisition, such ratio shall never exceed 4.00 to 1.00, (iii) provided, further, that
              the minimum Consolidated Interest Coverage Ratio shall never be less than 2.50 to 1.00 under clause (b) of this Section 10.7, and (iv) provided, further, that in the event that any
              fee is paid to any party under the Material Credit Facility solely to effectuate any amendment or modification of such MFL Covenant Provision, the holders of the Notes shall have received an Equivalent Fee on a pro rata basis prior to or concurrently with the effectiveness of any such amendment or modification.  “Equivalent Fee” means an amount equal to the
              percentage determined by dividing the fee paid under the Material Credit Facility by the principal outstanding amount under the Material Credit Facility multiplied by the aggregate outstanding principal amount of the Notes.

         

        (c)          Priority Debt.  The Company will not permit its Priority Debt to exceed 25% of Consolidated Total Assets as of the last day of any fiscal quarter of the Company.

         

        
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        	Section 11.	
                Events of Default.

              


         

        An “Event of Default” shall exist if any of the following conditions or events shall
          occur and be continuing:

         

        (a)         the Company
              defaults in the payment of any principal or Make‐Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

         

        (b)         the Company
              defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

         

        (c)          the Company
              defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10; or

         

        (d)        the Company or any
              Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any Subsidiary Guaranty and such default is not remedied within 30 days after
              the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and
              to refer specifically to this Section 11(d)); or

         

        (e)          (i) any
              representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or
              incorrect in any material respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or
              any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or

         

        (f)          (i) the Company
              or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make‐whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least
              the Threshold Amount (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of
              any evidence of any Indebtedness in an aggregate outstanding principal amount of at least the Threshold Amount (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any
              other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity
              or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness
              into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at
              least the Threshold Amount (or its equivalent in the relevant currency of payment), or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness; or

         

        
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        (g)         the Company or
              any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or
              arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its
              creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be
              liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

         

        (h)         a court or other
              Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to
              any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of
              any jurisdiction, or ordering the dissolution, winding‐up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed
              within 60 days; or

         

        (i)         any event occurs
              with respect to the Company or any Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Section 11(g) or Section 11(h), provided that the
              applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or Section 11(h); or

         

        (j)         one or more
              final judgments or orders for the payment of money aggregating in excess of the Threshold Amount (or its equivalent in the relevant currency of payment and to the extent not covered by independent third-party insurance as to which the insurer
              does not dispute coverage), including any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded,
              discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

         

        
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        (k)         if (i) any Plan
              shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice
              of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC
              shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or
              more Plans, determined in accordance with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all funded Non‐U.S. Plans exceeds the aggregate current value of the assets of such Non‐U.S. Plans allocable to
              such liabilities, (v) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit
              plans, (vi) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post‐employment welfare benefits in a manner that
              would increase the liability of the Company or any Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer or maintain a Non‐U.S. Plan in compliance with the requirements of any and all applicable laws, statutes,
              rules, regulations or court orders or any Non‐U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax,
              penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‐U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such
              event or events, could reasonably be expected to have a Material Adverse Effect.  As used in this Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

         

        (l)          other than with
              respect to a Subsidiary Guaranty that has been released in accordance with Section 9.7(b), any Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor
              shall contest in any manner the validity, binding nature or enforceability of any Subsidiary Guaranty, or the obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable
              in accordance with the terms of such Subsidiary Guaranty.

      

      

         

      	Section 12.	
              Remedies on Default, Etc.

            


       

      Section 12.1.     Acceleration.  (a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in clause (i) of Section 11(g) or
            described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

       

      (b)        If any other Event of Default has
            occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

       

      
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      (c)          If any Event of Default described in
            Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes
            held by it or them to be immediately due and payable.

       

      Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the
        entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the applicable Default Rate) and (y) the Make‐Whole
        Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.  The Company acknowledges, and the
        parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make‐Whole Amount by the
        Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

       

      Section 12.2.     Other Remedies.  If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under
            Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement
            contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

       

      Section 12.3.     Rescission.  At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul
            any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make‐Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such
            declaration, and all interest on such overdue principal and Make‐Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any
            other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non‐payment of amounts that have become due solely by reason of such declaration, have been
            cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.3 will extend to or affect
            any subsequent Event of Default or Default or impair any right consequent thereon.

       

      Section 12.4.     No Waivers or Election of Remedies, Expenses, Etc.  No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver
            thereof or otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive of any other right, power or remedy
            referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further
            amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.

       

      
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      	Section 13.	
              Registration; Exchange; Substitution of Notes.

            


       

      Section 13.1.    Registration of Notes.  The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.  The name and address of each holder
            of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.  If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial
            owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent
            pursuant to this Agreement.  Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall
            not be affected by any notice or knowledge to the contrary.  The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all
            registered holders of Notes.

       

      Section 13.2.     Transfer and Exchange of Notes.  Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for
            registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in
            writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense
            (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to
            such Person as such holder may request and shall be substantially in the form of Schedule 1.  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of
            the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be
            transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000.  Any transferee, by its
            acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

       

      Section 13.3.    Replacement of Notes.  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to
            it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or
            mutilation), and

       

      
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      (a)         in the case of
            loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a
            Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

       

      (b)          in the case of
            mutilation, upon surrender and cancellation thereof,

       

      within 10 Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to
        which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

       

      	Section 14.	
              Payments on Notes.

            


       

      Section 14.1.    Place of Payment.  Subject to Section 14.2, payments of principal, Make‐Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A., in such jurisdiction.  The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as
            such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

       

      Section 14.2.     Payment by Wire Transfer.  So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the
            Company will pay all sums becoming due on such Note for principal, Make‐Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the
            Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any
            notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly
            after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1.  Prior to any sale or other disposition of any Note held by a Purchaser or its
            nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes
            pursuant to Section 13.2.  The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same
            agreement relating to such Note as the Purchasers have made in this Section 14.2.  Except as otherwise required by applicable law, the Company agrees that it will not withhold from any applicable payment to be made to a holder of a Note that is
            not a United States Person any tax so long as such holder shall have delivered to the Company (in such number of copies as shall be requested) on or about the date on which such holder becomes a holder under this Agreement (and from time to
            time thereafter upon the reasonable request of the Company), executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, as well as the applicable “U.S. Tax Compliance Certificate”
            substantially in the form attached as Exhibit 14.2, in both cases correctly completed and executed and validly claiming a complete exemption from U.S. federal withholding tax.  Moreover, each holder of a Note agrees that, if any form or
            certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company in writing of its legal inability to do so.

       

      
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      Section 14.3.     FATCA Information.  By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly
            complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification
            number or other forms reasonably requested by the Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (b) in
            the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the
            Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. 
            Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall treat
            any such information it receives as confidential.

       

      	Section 15.	
              Expenses, Etc.

            


       

      Section 15.1.    Transaction Expenses.  Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and
            expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and
            in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses
            incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative
            demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or
            bankruptcy of the Company or any Subsidiary or in connection with any work‐out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the
            initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. 
            If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

       

      
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      The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or
        expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from
        any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable
        attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

       

      Section 15.2.     Certain Taxes.  The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the
            execution and delivery or the enforcement of this Agreement or any Subsidiary Guaranty or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where the Company
            or any Subsidiary Guarantor has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement or any Subsidiary Guaranty or of any of the Notes, and to pay any value added tax due and payable in respect of
            reimbursement of costs and expenses by the Company pursuant to this Section 15, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment
            of any such tax or fee required to be paid by the Company hereunder.  The Company agrees and, by acceptance of an ownership interest in the Notes, each holder of the Notes is deemed to have agreed, to treat the Notes as indebtedness of the
            Company for U.S. federal income Tax purposes.  The Company and each holder of Notes will not take any position on a tax return inconsistent with such treatment, unless required by applicable law

       

      Section 15.3.     Survival.  The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement,
            amendment or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.

       

      	Section 16.	
              Survival of Representations and Warranties; Entire Agreement.

            


       

      All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or
        transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser
        or any other holder of a Note.  All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. 
        Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the
        subject matter hereof.

       

      
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      	Section 17.	
              Amendment and Waiver.

            


       

      Section 17.1.    Requirements.  This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived
            (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

       

      (a)         no amendment or
            waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and

       

      (b)         no amendment or
            waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal
            of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make‐Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to
            consent to any amendment or waiver, or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8
            (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

       

      Section 17.2.      Solicitation of Holders of Notes.

       

      (a)         Solicitation.  The Company will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an
            informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty.  The Company will deliver executed or true and correct copies of
            each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or
            approval of, the requisite Purchasers and holders of Notes.

       

      (b)         Payment.  The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other
            credit support, to any Purchaser or any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note
            unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and each holder of a Note even if such holder did not consent to such
            waiver or amendment.

       

      
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      (c)       Consent in Contemplation of Transfer.  Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Company, (ii)
            any Subsidiary or any other Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company
              and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would
            not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such
            holder.

       

      Section 17.3.    Binding Effect, Etc.  Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally
            to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver
            will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and any Purchaser or holder of a Note
            and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of any rights of any Purchaser or holder of such Note.

       

      Section 17.4.    Notes Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate
            principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in any
            Subsidiary Guaranty or the Notes to be taken upon the direction of the Purchasers or holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its
            Affiliates shall be deemed not to be outstanding.

       

      	Section 18.	
              Notices.

            


       

      Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by
        telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or
        (c) by an internationally recognized overnight delivery service (charges prepaid).  Any such notice must be sent:

       

      (i)          if to any
            Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

       

      (ii)         if to any other
            holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

       

      
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      (iii)        if to the
            Company, to the Company at its address at:

      

      

      LITTELFUSE, INC.

      8755 W. Higgins Road

      Chicago, Illinois 60631

      Attn:     Treasurer

      

      

      With a copy to:

      

      

      LITTELFUSE, INC.

      8755 W. Higgins Road

      Chicago, Illinois 60631

      Attn:  Chief Legal Officer

       

      , or at such other address as the Company shall have specified to the holder of each Note in writing.

       

      Notices under this Section 18 will be deemed given only when actually received.

       

      	Section 19.	
              Reproduction of Documents.

            


       

      This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents
        received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic,
        photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be
        admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any
        enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 19 shall not prohibit the Company or any Purchaser or holder of Notes from contesting any such reproduction to the same
        extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

       

      
        -44-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      	Section 20.	
              Confidential Information.

            


       

      For the purposes of this Section 20, “Confidential Information” means information
        delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or
        otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such
        Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through
        disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.  Each Purchaser will maintain the confidentiality of such Confidential
        Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i)
        its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other
        professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or
        any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Company
        (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in
        each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or
        appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an
        Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such
        Purchaser’s Notes, this Agreement or any Subsidiary Guaranty.  Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this
        Agreement.  On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to
        this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.

       

      In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions
        contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is
        different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

       

      
        -45-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      	Section 21.	
              Substitution of Purchaser.

            


       

      Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a
        “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such
        Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. 
        Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser.  In the event that such Substitute Purchaser
        is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference
        to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again
        have all the rights of an original holder of the Notes under this Agreement.

       

      	Section 22.	
              Miscellaneous.

            


       

      Section 22.1.     Successors and Assigns.  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto
            bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its
            rights or obligations hereunder or under the Notes without the prior written consent of each holder.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their
            respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

       

      Section 22.2.     Accounting Terms.  (a)  All accounting terms used herein which are not expressly defined in this Agreement have the meanings
            respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be
            prepared in accordance with GAAP.  For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company
            to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825‐10‐25 – Fair Value Option,
            International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made
            as if such election had not been made.

       

      (b)         If at any time any change in GAAP
            (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Company or the Required Holders shall so request, the holders and the Company shall negotiate in
            good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that,
            until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the holders financial statements and other documents required under this
            Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue
            to be classified and accounted for on a basis consistent with that reflected in the audited financial statements dated as of December 31, 2016 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the
            parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

       

      
        -46-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      Section 22.3.     Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
            jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by
            law) not invalidate or render unenforceable such provision in any other jurisdiction.

       

      Section 22.4.     Construction, Etc.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent
            of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be
            taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

       

      Defined terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall
        include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and
        effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time
        to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor
        pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be
        construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this
        Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

       

      Section 22.5.     Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which
            together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

       

      Section 22.6.      Governing Law.  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed
            by, the law of the State of New York excluding choice‐of‐law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

       

      
        -47-

        
          


        
          	
                  Littelfuse, Inc.

                	
                  Note Purchase Agreement

                


        

      

      
      Section 22.7.     Jurisdiction and Process; Waiver of Jury Trial.  (a) The Company irrevocably submits to the non‐exclusive jurisdiction of any New
            York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.  To the fullest extent permitted by applicable law, the
            Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue
            of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

       

      (b)         The Company agrees, to the fullest
            extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case
            may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

       

      (c)         The Company consents to process being
            served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of
            mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section.  The Company agrees
            that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid
            personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

       

      (d)         Nothing in this Section 22.7 shall
            affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or
            to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

       

      (e)       The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

       

      
        *    *    *    *    *

        

         

        

        
          -48-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company,
          whereupon this Agreement shall become a binding agreement between you and the Company.

         

          

        	 	
                Very truly yours,

              
	 	 
	 	
                Littelfuse, Inc.

              
	 	 
	 	
                By

              	/s/ Carlos Ramirez
	 	

              	Name: Carlos Ramirez
	 	 	Title: Treasurer

              


        

        

        
          -49-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 
	 	 
	 	
                  PRUDENTIAL RETIREMENT INSURANCE AND

                
	 	
                  ANNUITY COMPANY

                
	 	 
	 	
                  By: 

                	
                  /s/ Ward Argust

                
	 	

                	
                  
                    Name: Ward Argust

                  

                
	 	
                  

                  

                	
                  
                    Title: Authorized Signatory

                  

                


        

        

        

        
          -50-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above. 

                	 	 
	 	 	 
	 	
                  Metropolitan Life Insurance Company

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, Its Investment Manager

                
	 	
                  MetLife Insurance K.K.

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, its investment manager

                
	 	
                  Metropolitan Tower Life Insurance Company

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, Its Investment Manager

                
	 	 	 
	 	
                  By:

                	 /s/ Thomas Ho
	 	 	
                  Name: Thomas Ho

                
	 	 	
                  Title:  Authorized Signatory

                
	 	 	 
	 	
                  Missouri Reinsurance, Inc.

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, Its Investment Manager

                
	 	 	 
	 	
                  By:

                	 /s/ Thomas Ho
	 	 	
                  Name: Thomas Ho

                
	 	 	
                  Title:  Authorized Signatory

                
	 	 	 
	 	
                  Employers Mutual Casualty Company

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, its investment manager

                
	 	 	 
	 	
                  By:

                	 /s/ Thomas Ho
	 	 	
                  Name: Thomas Ho

                
	 	 	
                  Title:  Authorized Signatory

                


        

        

        

        
          -51-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 	 
	 	 	 
	 	
                  EMC Reinsurance Company

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, Its Investment Manager

                
	 	 	 
	 	
                  By:

                	
                  /s/ Thomas Ho

                
	 	 	
                  Name: Thomas Ho

                
	 	 	
                  Title:  Authorized Signatory

                
	 	 	 
	 	
                  EMC National Life Company

                
	 	
                  by

                	
                  MetLife Investment Management, LLC, Its Investment Manager

                
	 	 	 
	 	
                  By:

                	
                  /s/ Thomas Ho

                
	 	 	
                  Name: Thomas Ho

                
	 	 	
                  Title:  Authorized Signatory

                


        

        

        

        
          -52-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 	 
	 	 	 
	 	
                  The Northwestern Mutual Life Insurance Company

                
	 	
                  By:

                	
                  Northwestern Mutual Investment Management Company, LLC, its investment adviser

                
	 	 	 
	 	
                  By:

                	
                  /s/ Michael H. Leske

                
	 	 	
                  Name: Michael H. Leske

                
	 	 	
                  Title: Managing Director

                
	 	 	 
	 	
                  The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account

                
	 	 	 
	 	
                  By:

                	
                  /s/ Michael H. Leske

                
	 	 	
                  Name: Michael H. Leske

                
	 	 	
                  Title:  Authorized Representative

                


        

        

        

        
          -53-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 	 
	 	 	 
	 	
                  Teachers Insurance and Annuity Association of America,
                    a New York domiciled life insurance company

                
	 	 	 
	 	
                  By:

                	
                  Nuveen Alternatives Advisors LLC,

                  a Delaware limited liability company,

                  its investment manager

                
	 	 	 
	 	
                  By:

                	
                  /s/ Elena Unger

                
	 	 	
                  Name:  Elena Unger

                
	 	 	
                  Title:    Senior Director

                


        

        

        

        
          -54-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 	 
	 	 	 
	 	
                  The Prudential Insurance Company of America

                
	 	
                  Prudential Arizona Reinsurance Term Company

                
	 	
                  Gibraltar Universal Life Reinsurance Company

                
	 	
                  Prudential Term Reinsurance Company

                
	 	 	 
	 	
                  By:

                	
                  PGIM, Inc. (as Investment Manager)

                
	 	 	 
	 	
                  By:

                	
                  /s/ Thomas Molzahn

                  

                
	 	 	
                  Vice President

                


        

        

        

        
          -55-

          
            


          
            	
                    Littelfuse, Inc.

                  	
                    Note Purchase Agreement

                  


          

        

        
        
          	
                  Accepted as of the date first written above.

                	 	 
	 	 	 
	 	
                  Voya Private Credit Trust Fund-Goldman Sachs

                
	 	 	 
	 	
                  By:  

                	
                  Voya Investment Trust Co., as Trustee

                
	 	 	 
	 	
                  By:

                	
                  /s/ Fitzhugh Wickham

                
	 	 	
                  Name:  Fitzhugh Wickham

                
	 	 	
                  Title:    Senior Vice President

                
	 	 	 
	 	
                  Metropolitan Life Insurance Company on behalf of Metropolitan Life Insurance Company Separate Account 894

                
	 	 	 
	 	
                  By:  

                	
                  Voya Investment Management Co. LLC, as Agent

                
	 	 	 
	 	
                  By:

                	
                  /s/ Fitzhugh Wickham

                
	 	 	
                  Name:  Fitzhugh Wickham

                
	 	 	
                  Title:    Senior Vice President

                


           

          

          
            -56-

            
              


            
              	
                      Littelfuse, Inc.

                    	
                      Note Purchase Agreement

                    


            

          

          
          
            	
                    Accepted as of the date first written above.

                  	 	 
	 	 	 
	 	
                    Modern Woodmen of America

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Aaron R. Birkland

                  
	 	 	
                    Name:  Aaron R. Birkland

                  
	 	 	
                    Title:    Portfolio Manager, Private Placements

                  
	 	 	 
	 	
                    By:

                  	
                    /s/ Brett M. Van

                  
	 	 	
                    Name:  Brett M. Van

                  
	 	 	
                    Title:    Chief Investment Officer & Treasurer

                  


             

            

          

        

        
          -57-

          
            


        

        Defined Terms

         

        As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

         

        “2020 Credit Agreement” means the Credit Agreement dated as of April 3, 2020 among the Company, certain of its Subsidiaries identified therein as designated borrowers and certain of its Subsidiaries identified therein as guarantors, Bank of America,
            N.A., as Agent, and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof.

         

        “2016 Cross‐Border Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of December 8, 2016, by and among the Company, Littelfuse Netherlands BV and the purchasers listed in the Purchaser Schedule attached thereto, as such
            agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced.

         

        “2016 Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of December 8, 2016, by and among the Company and the purchasers listed in the Purchaser Schedule attached thereto, as such agreement may be further amended, restated,
            supplemented, modified, refinanced, extended or replaced.

         

        “2017 Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of November 15, 2017, by and among the Company and the purchasers listed in the Purchaser Schedule attached thereto, as such agreement may be further amended, restated,
            supplemented, modified, refinanced, extended or replaced.

         

        “Acquisition” means the purchase of 100% of the issued and outstanding common stock of
          C&K Switches directly or indirectly by the Company.

         

        “Affiliate” means, with respect to any Person, another Person that directly or indirectly through one or more intermediaries Controls, or is Controlled by or is
            under common Control with, the Person specified.  For purposes of this definition of “Affiliate,” “Control” means the possession,
            directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  Without limiting the generality of the foregoing,
            a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general
            partners or equivalent governing body of such Person.

         

        “Agreement” means this Note Purchase Agreement, including all Schedules and Exhibits attached to this Agreement.

         

        “Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the
            U.K. Bribery Act 2010.

         

        
          Schedule A

              (to Note Purchase Agreement)

          
            


        

        
        “Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist‐related activities or other money laundering
            predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

         

        “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance
            sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of
            such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

         

        “Available Cash” means cash and Cash Equivalents of the Company and Subsidiary Guarantors on hand and on deposit or otherwise located in the United States on the applicable date of determination, other than cash or Cash Equivalents which are (a)
            listed or should be listed as “restricted” on the consolidated balance sheet of the Company as of such date, (b) subject to a Lien in favor of any Person (other than de minimus Liens
            of an account bank for ordinary account fees), or (c) not otherwise generally available for use by the Company and Subsidiary Guarantors.

         

        “Blocked Person” means (a) a Person whose name appears on the list of Specially
          Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent,
          department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

         

        “Business Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of
            this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Chicago, Illinois are required or authorized to be closed.

         

        
          A-2

          
            


        

        “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support
            thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit with (i) any domestic commercial bank of recognized standing having capital and surplus in
            excess of $500,000,000 or (ii) any bank whose short term commercial paper rating from S&P is at least A‐1 or the equivalent thereof or from Moody’s is at least P‐1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent
            company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A‐1 (or the equivalent thereof) or better by S&P or P‐1 (or the equivalent thereof) or better by Moody’s and maturing within six months
            of the date of acquisition, (d) marketable short‐term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P‐1 or A‐1 from either S&P or Moody’s,
            respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Company), (e) repurchase agreements entered into by
            any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed or insured by the United States government or any agency or
            instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the
            repurchase obligations, (f) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions
            having capital of at least $500,000,000, (g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (b) through (f) above and (h) solely with respect
            to any Foreign Subsidiary, investments of comparable tenor and credit quality to those described in the foregoing clauses (b) through (g) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management
            purposes.

         

        “Change of Control” means, with respect to any Person, an event or series of events by which:

         

        (a)        any “person” or
              “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
              or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
              of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 20% or more of the equity
              securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully diluted basis (and, taking into account all such securities that such person or group has the right to
              acquire pursuant to any option right);

         

        (b)         during any
              period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals: (i) who were members of that board or equivalent governing body on the
              first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of
              that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or
              nomination at least a majority of that board or equivalent governing body; or

         

        (c)          the Company
              fails to own, directly or indirectly, 100% of the Equity Interests of each Designated Borrower.

         

        
          A-3

          
            


        

        “Closing”
            is defined in Section 3.

         

        “Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.

         

        “Company”
            is defined in the first paragraph of this Agreement.

         

        “Confidential Information” is defined in Section 20.

         

        “Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
            period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i) Consolidated Interest Charges for such period, (ii) the
            provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) other expenses (excluding depreciation and
            amortization) of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and (v) acquisition and integration expenses incurred by the Company and its
            Subsidiaries during such period in an aggregate amount not to exceed fifteen percent (15%) of Consolidated EBITDA for such period prior to giving effect to all add‐backs pursuant to this clause (v) for such period and minus (b) all non‐cash items increasing Consolidated Net Income for such period.

         

        “Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long‐term, for
            borrowed money (including obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of
            credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in
            the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a)
            through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a
            corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non‐recourse to the Company or such Subsidiary.  Notwithstanding the foregoing,
            “Consolidated Funded Indebtedness” shall exclude (i) any Indebtedness with respect to any future Entrustment Loans that are for economic purposes intercompany in nature and (ii) UK Pension Guaranty obligations in an aggregate Dollar equivalent
            amount not to exceed $20,000,000.

         

        “Consolidated Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in
            connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the
            Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

         

        
          A-4

          
            


        

        “Consolidated Interest Coverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of the four consecutive fiscal quarters then ending to (b) Consolidated Interest Charges paid or required
            to be paid during such period.

         

        “Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries
            (excluding extraordinary gains but including extraordinary losses) for that period; provided that Consolidated Net Income shall exclude any income (or loss) for such period of any
            Person if such Person is not a Subsidiary, except that the Company’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person
            during such period to the Company or a Subsidiary as a dividend or other distribution.

         

        “Consolidated Net Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) Consolidated Funded Indebtedness as of the end of such fiscal quarter minus (x) the
            aggregate amount of Available Cash held by the Company and Subsidiary Guarantors as of the end of such fiscal quarter in an aggregate amount not to exceed the lesser of (i) $400,000,000, or (ii) the aggregate amount of Available Cash permitted
            to be deducted in the calculation of the consolidated net leverage ratio under any Material Credit Facility and (y) Pending Acquisition Debt (if any), to (b) Consolidated EBITDA for the period of the four consecutive fiscal quarters then
            ending.

         

        “Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

         

        “Control”
            means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities by contract or otherwise.  “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

         

        “Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.

         

        “Default”
            means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

         

        “Default Rate” means that rate of interest per annum that is the greater of (a) 2% above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2% over the rate of interest publicly announced by Bank of America, N.A.,
            in New York, New York as its “base” or “prime” rate.

         

        
          A-5

          
            


        

        “Designated Borrower” means a “designated borrower” under the 2016 Credit Agreement.

         

        “Disclosure Documents” is defined in Section 5.3.

         

        “Dollar” and “$” mean lawful money of the United States.

         

        “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.

         

        “EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

         

        “Entrustment Loans” means one or more loans pursuant to that certain Loan Entrustment Agreement, dated November 17, 2014, among Littelfuse Semiconductor (Wuxi) Co., Ltd., as principal, Bank of America, N.A., Shanghai Branch, as lender, and Suzhou
            Littelfuse Ovs Co Ltd., as borrower.

         

        “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to
            pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

         

        “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of
            the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of
            capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit
            interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

         

        “ERISA”
            means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time in effect.

         

        “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

         

        “Event of Default” is defined in Section 11.

         

        “FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
            amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other
            jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in
              either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

         

        
          A-6

          
            


        

        “Foreign Borrowing” is defined in Section 9.7(a).

         

        “Foreign Guarantee” is defined in Section 9.7(a).

         

        “Foreign Subsidiary” means (i) any Subsidiary of the Company which is not a Domestic Subsidiary and (ii) any Subsidiary that is owned, in whole or in part, directly or indirectly, by one or more Foreign Subsidiaries.

         

        “Form 10‐K” is defined in Section 7.1(b).

         

        “Form 10‐Q” is defined in Section 7.1(a).

         

        “GAAP”
            means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including
            International Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.

         

        “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive,
            legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra‐national bodies such as the European Union or the European Central Bank) and any group or body charged with
            setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any
            successor or similar authority to any of the foregoing).

         

        “Governmental Official” means any governmental official or employee, employee of any government‐owned or government‐controlled entity, political party, any official of a political party, candidate for political office, official of any public international
            organization or anyone else acting in an official capacity.

         

        “Guarantee”
            means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the
            purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance
            of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to
            pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee
            against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such
            Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
            the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

         

        
          A-7

          
            


        

        “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated
            biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any applicable Environmental Law.

         

        “holder”
            means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such
            Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

         

        “IFRS”
            means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

         

        “Incremental Interest” is defined in Section 1.4(a).

         

        “Incremental Interest Payment” is defined in Section 1.4(b).

         

        “INHAM Exemption” is defined in Section 6.2(e).

         

        “Indebtedness” means, as to any Person at a particular time, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

         

        (a)         all obligations
              of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

         

        (b)        all direct or
              contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

         

        (c)          net obligations
              of such Person under any Swap Contract;

         

        
          A-8

          
            


        

        (d)        all obligations
              of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

         

        (e)       indebtedness
              (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall
              have been assumed by such Person or is limited in recourse;

         

        (f)          capital leases
              and Synthetic Lease Obligations;

         

        (g)        all obligations
              of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
              involuntary liquidation preference plus accrued and unpaid dividends; and

         

        (h)          all Guarantees
              of such Person in respect of any of the foregoing.

         

        For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
          venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non‐recourse to such Person.  The amount of any net obligation under any
          Swap Contract on any date shall be Swap Termination Value thereof as of such date.  The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as
          of such date.

         

        “Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 1% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings
            and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund
            of any holder of any Note.

         

        “Lien”
            means any mortgage, pledge, hypothecation, assignment, deposit arrangement encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever
            (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

         

        “Make-Whole Amount” is defined in Section 8.7.

         

        “Material”
            means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

         

        “Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations
            under this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty.

         

        
          A-9

          
            


        

        “Material Credit Facility” means, as to the Company and its Subsidiaries,

         

        (a)          the 2020 Credit
              Agreement;

         

        (b)          the 2016
              Cross‐Border Note Purchase Agreement;

         

        (c)          the 2016 Note
              Purchase Agreement;

         

        (d)          the 2017 Note
              Purchase Agreement; and

         

        (e)         any other
              agreement(s) creating or evidencing indebtedness for borrowed money entered into by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support,
              in a principal amount outstanding or available for borrowing equal to or greater than $75,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the
              exchange rate of such other currency).

         

        “Maturity Date” is defined in the first paragraph of each Note.

         

        “Memorandum”
            is defined in Section 5.3.

         

        “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

         

        “NAIC”
            means the National Association of Insurance Commissioners.

         

        “Non‐U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by the Company or any Subsidiary primarily for the benefit
            of employees of the Company or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or
            payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

         

        “Notes” is
            defined in Section 1.1.

         

        “OFAC”
            means the Office of Foreign Assets Control of the United States Department of the Treasury.

         

        “OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing.  A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

         

        
          A-10

          
            


        

        “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company or a Subsidiary Guarantor, as applicable, whose responsibilities extend to the subject matter of such certificate.

         

        “Pending Acquisition Debt” means as of any date of determination, the lesser of:

         

        (1)       the aggregate
              amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with any offering, issuance or other incurrence of Indebtedness (“Specified
                Indebtedness”) in connection with a Pending Transaction; and

         

        (2)      the lowest maximum
              amount (for the avoidance of doubt, not to be less than $0) that may be deducted as of such date when calculating “Consolidated Funded Indebtedness” (or other substantially similar concept and any related definition) for purposes of
              determining compliance with any leverage ratio financial covenant (or other substantially similar concept and any related definition) in any Material Credit Facility.

         

        provided that the Company may
            only deduct the aggregate amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with Specified Indebtedness for purposes of clause (1) above in connection with not more than three Pending
            Transactions; and

         

        provided, further, that if the Company shall not have delivered to the holders of the Notes evidence that the Company has an investment grade rating from at least two accredited rating agencies on a pro forma basis for a Pending Transaction prior to incurring such Specified Indebtedness, the aggregate amount of cash proceeds received and held by or on behalf of the Company or its
            Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

         

        provided, further, that if a Pending Acquisition Transaction is not consummated by the date that is 270 days after the offering, issuance or other incurrence of such Specified Indebtedness (the “Pending Acquisition Transaction Effective Date”), then from and after the Pending Acquisition Transaction Effective Date (or such later date as the Required Holders may agree), the aggregate
            amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

         

        provided, further, that if a Pending Refinancing Transaction is not consummated by the date that is 60 days after the offering, issuance or other incurrence of such Specified Indebtedness (the “Pending Refinancing Transaction Effective Date”), then from and after the Pending Refinancing Transaction Effective Date (or such later date as the Required Holders may agree), the aggregate
            amount of cash proceeds received and held by or on behalf of the Company or its Subsidiaries in connection with such Specified Indebtedness for purposes of clause (1) shall be deemed to be $0; and

         

        
          A-11

          
            


        

        provided, further, that upon and after the consummation of a Pending Transaction, the aggregate amount of any cash proceeds received and still held by or on behalf of the Company or its Subsidiaries
            in connection with such Specified Indebtedness for purposes of clause (1) above shall be deemed to be $0.

         

        “Pending Acquisition Transaction” means any pending acquisition or investment not prohibited under this Agreement in excess of $75,000,000.

         

        “Pending Acquisition Transaction Effective Date” has the meaning set forth in the definition of “Pending Acquisition Debt”.

         

        “Pending Refinancing Transaction” means any refinancing, prepayment, repayment, redemption, repurchase, settlement, discharge or defeasance of existing Indebtedness, excluding Indebtedness owed to banks under revolving loan facilities.

         

        “Pending Refinancing Transaction Effective Date” has the meaning set forth in the definition of “Pending Acquisition Debt”.

         

        “Pending Transaction” means a Pending Acquisition Transaction or a Pending Refinancing Transaction.

         

        “PBGC”
            means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

         

        “Person” means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated
            organization, bank, business association, firm, joint venture or Governmental Authority.

         

        “Plan”
            means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five
            years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

         

        “Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (including all Guarantees of Indebtedness of the Company or any Subsidiary but excluding (x) unsecured
            Indebtedness owing to the Company or any other Subsidiary, (y) unsecured Indebtedness outstanding at the time such Person became a Subsidiary, provided that such Indebtedness shall have
            not been incurred in contemplation of such person becoming a Subsidiary, and (z) all Indebtedness of Subsidiary Guarantors, and (ii) all Indebtedness of the Company and its Subsidiaries secured by Liens other than Indebtedness secured by Liens
            permitted by subparagraphs (a) through (j), inclusive, of Section 10.6.  For the avoidance of doubt, all Indebtedness of any Foreign Subsidiary party to a Material Credit Facility that does not become a Subsidiary Guarantor under the terms of
            this Agreement will constitute Priority Debt for all purposes of this Agreement.

         

        
          A-12

          
            


        

        “property”
            or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

         

        “Proposed Prepayment Date” is defined in Section 8.3(c).

         

        “PTE” is
            defined in Section 6.2(a).

         

        “Purchaser”
            or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment
            complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result
            of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

         

        “Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

         

        “QPAM Exemption” is defined in Section 6.2(d).

         

        “Qualified Acquisition” means one or more acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof) within a period of six consecutive months for which the aggregate consideration is at least $75,000,000.

         

        “Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

         

        “Ratable Portion” means, with respect to any Note, an amount equal to the product of (x) the amount equal to the net proceeds being so applied to the prepayment of Senior Debt in accordance with Section 10.3(2), multiplied by (y) a fraction the
            numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of Senior Debt of the Company and its Subsidiaries being prepaid pursuant to Section 10.3(2).

         

        “Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder
            or such investment advisor.

         

        “Required Holders” means at any time (i) prior to the Closing, the Purchasers and (ii) on or after the Closing, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of
            its Affiliates).

         

        “Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

         

        “SEC” means
            the Securities and Exchange Commission of the United States of America.

         

        
          A-13

          
            


        

        “Securities”
            or “Security” shall have the meaning specified in section 2(a)(1) of the Securities Act.

         

        “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

         

        “Senior Debt” means and includes any Indebtedness of the Company or any Subsidiary owing to any Person (other than the Company, a Subsidiary or Affiliate) and which is not expressed to be junior or subordinate to any other Indebtedness of the
            Company or any Subsidiary.

         

        “Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company or a Subsidiary Guarantor, as applicable.

         

        “Source” is
            defined in Section 6.2.

         

        “State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of
            economic sanctions imposed under U.S. Economic Sanctions Laws.

         

        “Subsidiary”
            of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or
            other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through
            one or more intermediaries, or both, by such Person. Unless the context otherwise clearly requires, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

         

        “Subsidiary Guarantor” means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

         

        “Subsidiary Guaranty” is defined in Section 1.3.

         

        “Substitute Purchaser” is defined in Section 21.

         

        “SVO” means
            the Securities Valuation Office of the NAIC.

         

        “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or
            bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
            currency swap transactions, cross‐currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
            whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of
            master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

         

        
          A-14

          
            


        

        “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement
            relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
            referenced in clause (a), the amount(s) determined as the mark‐to‐market value(s) for such Swap Contracts, as determined based upon one or more mid‐market or other readily available quotations provided by any recognized dealer in such Swap
            Contracts.

         

        “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so‐called synthetic, off‐balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the
            balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

         

        “Threshold Amount” means $50,000,000, provided that if any Material Credit Facility includes provisions related to restrictions against Liens or Defaults or Events of Default that are set at an
            amount lower than $50,000,000 (including any substantially similar concepts and any related definitions the “MFL Threshold Amount”), the Threshold Amount in this Agreement will be automatically adjusted to equal such lower MFL Threshold Amount,
            effective beginning on the date on which such MFL Threshold Amount is effective under any Material Credit Facility.  For purposes of clarification, as of the date of the Closing, the Threshold Amount is $25,000,000.

         

        “UK Pension Guaranty” means (i) a Guarantee of potential future funding obligations with respect to pension plans maintained by Hamlin Electronics Europe Limited and (ii) the obligations relating to the UK pension plans to be acquired in connection with
            the acquisition of IXYS Corporation (and its subsidiaries).

         

        “United States Person” has the meaning set forth in section 7701(a)(30) of the Code.

         

        “USA PATRIOT Act” means United States Public Law 107‐56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder
            from time to time in effect.

         

        “U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or
            regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

         

        “Wholly-Owned Subsidiary” means, at any time, (i) any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries
            at such time and (ii) Littelfuse Triad, Inc. so long as the Company and its Subsidiaries own at least 99.0% of Littelfuse Triad, Inc. at all times.

        

        

        
          A-15

          
            


        

        [Form of Note]

         

        Littelfuse, Inc.

         

        4.33% Senior Notes due June 30, 2032

         

        
          	
                  No. [_____]

                	
                  [Date]

                
	
                  $[_______]

                	
                  PPN: 537008 C#9

                


        

        

        

        For Value Received, the undersigned, Littelfuse, Inc. (herein called the “Company”), a corporation organized
          and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on June 30, 2032 (the “Maturity Date”), with interest (computed on the
          basis of a 360‐day year of twelve 30‐day months) (a) on the unpaid balance hereof at the rate of 4.33% per annum from the date hereof, payable semiannually, on the 30th day of June and December in each year, commencing on December 30, 2022, and
          on the Maturity Date, plus Incremental Interest, if any, as provided by Section 1.4 of the Note Purchase Agreement referred to below, until the principal
          hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make‐Whole
          Amount, at a rate per annum from time to time equal to the greater of (i) 6.33% or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable
          semiannually as aforesaid (or, at the option of the registered holder hereof, on demand) plus Incremental Interest, if any, as provided by Section 1.4 of
          the Note Purchase Agreement.

         

        Payments of principal of, interest on and any Make‐Whole Amount with respect to this Note are to be made in lawful money of the United States of
          America in accordance with Section 14.1 as provided in the Note Purchase Agreement referred to below or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in such Note Purchase
          Agreement.

         

        This Note is one of a series of Senior Notes (herein called the “Notes”)
          issued pursuant to the Note Purchase Agreement, dated May 18, 2022 (as from time to time amended, the “Note Purchase Agreement”), between the Company and
          the respective Purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
          Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement.  Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase
          Agreement.

        

        
          Schedule 1

              (to Note Purchase Agreement)

          
            


        

        
        This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer
          accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the
          transferee.  Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will
          not be affected by any notice to the contrary.

         

        This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
          Agreement, but not otherwise.

         

        If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at
          the price (including any applicable Make‐Whole Amount) and with the effect provided in the Note Purchase Agreement.

         

        This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
          law of the State of New York excluding choice‐of‐law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

        

        

        	 	
                Littelfuse, Inc.

              
	 	 
	 	
                By

              	 
	 	 	
                [Title]

              


        

        

        
          1-2

          
            


        

        Interest Payment Dates and Applicable

        Interest Rates for the Notes

        

        

        	  	
                If the Closing for the Notes occurs on any date:

              	  	
                The maturity date of the Notes will be:

              	  	
                The interest payment dates for the Notes will be:

              	  	
                The Applicable Interest Rate per annum for the Notes will be:

              
	 	 	 	 	 	 	 	 
	 	
                On or prior to July 31, 2022

              	 	
                10th Anniversary of Closing Date

              	 	
                Semi-annually on June 30 and December 30 in each year

              	 	
                4.33%

              
	 	 	 	 	 	 	 	 
	 	
                After July 31, 2022 and no later than August 31, 2022:

              	 	
                10th Anniversary of Closing Date

              	 	
                Semi-annually on June 30 and December 30 in each year

              	 	
                4.33% plus 0.02 (2 bps) = 4.35%

              
	 	 	 	 	 	 	 	 
	 	
                After August 31, 2022 and no later than September 30, 2022:

              	 	
                10th Anniversary of Closing Date

              	 	
                Semi-annually on June 30 and December 30 in each year

              	 	
                4.33% plus 0.04 (4 bps) = 4.37%

              
	 	 	 	 	 	 	 	 
	 	
                After September 30, 2022, and no later than October 31, 2022:

              	 	
                10th Anniversary of Closing Date

              	 	
                Semi-annually on June 30 and December 30 in each year

              	 	
                4.33% plus 0.06 (6 bps) = 4.39%

              
	 	 	 	 	 	 	 	 


        

        

      

      

        
        Schedule C-1

            (to Note Purchase Agreement)