EX-10.2





 Exhibit 10.2 

Microchip Technology Incorporated 

$1,200,000,000 4.250% Senior Notes due 2025 

Purchase Agreement 

May 26, 2020 
 J.P.
Morgan Securities LLC 
 As Representative of the 

several Initial Purchasers listed 

in Schedule 1 hereto 
 c/o J.P. Morgan Securities
LLC 
 383 Madison Avenue 
 New York, New York 10179 

Ladies and Gentlemen: 
 Microchip Technology
Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative
(the “Representative”), $1,200,000,000 principal amount of its 4.250% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 29, 2020 (the
“Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), and
will be guaranteed in accordance with the terms of the Indenture on an unsecured senior basis (the “Guarantees”) by each of the Guarantors. 

As described in the Time of Sale Information and the Offering Memorandum (each as defined below), concurrently with the offer and sale of the
Securities, the Company will offer and sell $1,000,000,000 principal amount of its 2.670% Senior Secured Notes due 2023 (the “New Secured Notes”) in a separate offering (the “Concurrent Offering”). The obligations of the
Company and the Guarantors contained in this Agreement are not conditioned upon the consummation of the Concurrent Offering. 
  












 The Company expects to use a portion of the proceeds from the offer and sale of the
Securities, after deducting initial purchasers’ discounts and commissions and offering expenses, together with a portion of the net proceeds from the Concurrent Offering that remain after using approximately $615 million of the net
proceeds from the Concurrent Offering to repay in full all amounts outstanding under its Bridge Facility (as defined below), to finance the cash portion of the consideration to be delivered in connection with the Convertible Note Exchanges (as
defined in the Time of Sale Information and the Offering Memorandum). Net proceeds remaining after such Convertible Notes Exchanges (as defined in the Time of Sale Information and the Offering Memorandum) will be used for general corporate purposes,
which may include the repayment of a portion of the amount outstanding under the Company’s revolving credit facility, which amount may be reborrowed. 

The Company and the Guarantors hereby confirm their agreement with the several Initial Purchasers concerning the purchase and resale of the
Securities, as follows: 
 1. Offering Memorandum and Transaction Information. 

The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance upon an exemption therefrom. The Company and the Guarantors have prepared a preliminary offering memorandum dated May 26, 2020 (the “Preliminary Offering Memorandum”) and will
prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth or incorporating by reference information concerning the Company, the Guarantors and the Securities. Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (this “Agreement”). The Company hereby confirms that it has
authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner
contemplated by this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein and any
reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any documents filed after such date and
incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum. 

At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the
following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex A hereto, including the pricing information set
forth in the Pricing Term Sheet on Annex B hereto incorporated by reference into Annex A. 

  
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 2. Purchase and Resale of the Securities. 

(a) The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial
Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities
set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 98.75% of the principal amount of the Securities plus accrued interest, if any, from May 29, 2020 to the Closing Date. The Company will not be
obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 
 (b) The Company
understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 

(i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”)
and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); 

(ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by
means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and 

(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as
part of their initial offering except: 
 (A) to persons whom it reasonably believes to be QIBs in transactions pursuant to
Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on
Rule 144A; or 
 (B) in connection with offers and sales of Securities outside the United States pursuant to Regulation S
under the Securities Act (“Regulation S”), in accordance with the restrictions set forth in Annex C hereto. 
 3. (a) Each Initial
Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 7(f) and 7(g), counsel for the Company and counsel for the Initial
Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) of Section 2 (including Annex
C hereto), and each Initial Purchaser hereby consents to such reliance. 
 (b) The Company acknowledges and agrees that the Initial
Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser. 

  
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 (c) Payment for and delivery of the Securities will be made at the offices of Simpson
Thacher & Bartlett LLP at 10:00 A.M., New York City time, on May 29, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree
upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” 
 (d) Payment
for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the
account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company.
The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 

(e) The Company and the Guarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length
contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an
agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions
contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors, and the
transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors
or any other person. 
 4. Representations and Warranties of the Company and the Guarantors. As of the Time of Sale, each of the
Company and the Guarantors jointly and severally represents and warrants to each Initial Purchaser that: 
 (a) Preliminary Offering
Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering
Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, in each case including the documents incorporated by reference therein, will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the 

  
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light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or
omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum,
the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) of this Agreement. 

(b) Additional Written Communications. The Company and the Guarantors (including their agents and representatives, other than the
Initial Purchasers in their capacity as such) have not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or
solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i) and (ii) of this sentence) an “Issuer
Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which
constitute part of the Time of Sale Information, and (iv) any electronic road show or other written communications approved in writing in advance by the Representative, in each case used in accordance with Section 5(c) of this Agreement.
Each such Issuer Written Communication, when taken together with the Time of Sale Information at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions
made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any
Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) of this Agreement. 

(c) Incorporated Documents. The documents of the Company incorporated by reference in each of the Time of Sale Information and the
Offering Memorandum, when filed by the Company with the Securities and Exchange Commission (the “Commission”), conformed or will conform, as the case may be, in all material respects to the requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), and such documents did not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that no representation is made as to any statement or
omission that shall have been superseded or modified in either (i) a document subsequently filed with the Commission prior to the Time of Sale and incorporated by reference in each of the Time of Sale Information and the Offering Memorandum or
(ii) each of the Time of Sale Information and the Offering Memorandum. 

  
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 (d) Financial Statements. (i) The financial statements and the related notes
thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting
principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby; and the other financial information included or incorporated by reference in each of the Time of Sale Information and the
Offering Memorandum with respect to the Company and its consolidated subsidiaries has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown
thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum with respect to the Company and
its consolidated subsidiaries fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. 

(e) No Material Adverse Change. Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, since the date
of the most recent financial statements of the Company included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum (i) there has not been any material change in the capital stock (other than the
issuance of shares of Common Stock, options to purchase or acquire shares of Common Stock or restricted stock units, in each case granted under the Company’s currently existing equity incentive plans, as disclosed in the Time of Sale
Information, or the issuance of Common Stock upon the exercise of outstanding options and warrants, the vesting of restricted stock units or upon settlement of the Company’s outstanding 2.250% junior subordinated convertible debentures due
2037, its 1.625% convertible senior subordinated notes due 2025 or its 1.625% convertible senior subordinated notes due 2027), long-term debt (other than any borrowings under the Senior Credit Facilities and the Bridge Facility, in each case
described in the Time of Sale Information and Offering Memorandum), notes payable or current portion of long term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared (other than any regular quarterly
cash dividend publicly declared by the Company prior to the date of this Agreement), set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, properties, management, financial position or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered
into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and
(iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute
or any action, order or decree of any court or arbitrator or governmental or regulatory authority. 

  
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 (f) Organization and Good Standing. The Company and each of the Guarantors have been
duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or
lease of property or the conduct of their respective businesses as currently conducted requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they
currently are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business,
properties, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole or on the performance by the Company and the Guarantors of their respective obligations under the
Transaction Documents (as defined below) (a “Material Adverse Effect”). There are no corporations, associations or other entities required to be listed in Exhibit 21.1 to the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2020 other than the entities listed therein. The only subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02(w) of Regulation S-X of the Securities Act are set forth on Annex C hereof (a “Significant Subsidiary,” and together the “Significant
Subsidiaries”). 
 (g) Capitalization. The Company has, after giving effect to the offer and sale of the Securities and the
Concurrent Offering and the use of proceeds thereby, will have, the capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading “Capitalization”; and all the outstanding shares of
capital stock or other equity interests of each subsidiary of the Company has been duly and validly authorized and issued, is fully paid and non-assessable (except, (i) in the case of any foreign
subsidiary of the Company, for directors’ qualifying shares and (ii) as otherwise described in each of the Time of Sale Information and the Offering Memorandum) and are owned directly or indirectly by the Company, free and clear of any
lien, charge, encumbrance, security interest, adverse ownership interest, restriction on voting or transfer or any other claim of any third party (collectively, “Liens”), except for Liens securing obligations under the Bridge
Facility which will be fully repaid and terminated upon consummation of the Concurrent Offering, the Senior Credit Facilities, the Outstanding Senior Secured Notes and the New Secured Notes, each as described in each of the Time of Sale Information
and the Offering Memorandum. 
 (h) Due Authorization. The Company and each of the Guarantors have full right, power and authority to
execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein) (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and under the
Transaction Documents; and all action required to be taken by the Company and each of the Guarantors for the due and proper authorization, execution and delivery of each of the Transaction Documents to which they are a party and the consummation of
the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum have been duly and validly taken. 

  
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 (i) The Indenture. The Indenture has been duly authorized by the Company and each of
the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and
legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, re-organization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity) (collectively, the “Enforceability Exceptions”). 

(j) The Securities and the Guarantees. The Securities have been duly authorized by the Company and, when duly executed, authenticated,
issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance
with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Guarantees of the Guarantors have been duly
executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their
terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 
 (k) Purchase Agreement.
This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors. 
 (l) [Reserved] 

(m) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof
contained in each of the Time of Sale Information and the Offering Memorandum. 
 (n) No Violation or Default. None of the Company,
the Guarantors or any of the Company’s significant subsidiaries set forth on Schedule 3 (the “Significant Subsidiaries”) is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company, the Guarantors or any of the Company’s Significant Subsidiaries is a party or by which the Company, the Guarantors or any of the
Company’s Significant Subsidiaries is bound or to which any property or asset of the Company, the Guarantors or any of the Company’s Significant Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment,
order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a
Material Adverse Effect. 

  
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 (o) No Conflicts. The execution, delivery and performance by the Company and each of
the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents or the Time of Sale Information and the Offering Memorandum will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant
to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or
asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company, the Guarantors or
any of the Company’s Significant Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of
clauses (i) and (iii) of this sentence, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect. 

(p) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator
or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities and the
issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents or the Time of Sale Information and the Offering
Memorandum, except (i) for any consents, approvals, authorizations, orders, registrations or qualifications as have been obtained, (ii) for such consents, approvals, authorizations, orders and registrations or qualifications as may be
required under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers and (iii) as otherwise contemplated by the Transaction Documents. 

(q) Legal Proceedings. Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal,
governmental or regulatory investigations, actions, suits, or (“Actions”) proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is
or may be the subject that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and, except as described in each of the Time of Sale Information and the Offering Memorandum, to the knowledge of the
Company, no such Actions are threatened or, to the knowledge of the Company and each of the Guarantors, contemplated by any governmental or regulatory authority or threatened by others. 

  
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 (r) Independent Accountants. Ernst & Young LLP, who have certified certain
financial statements of the Company and its subsidiaries is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public
Company Accounting Oversight Board (United States) and as required by the Securities Act. 
 (s) Title to Real and Personal Property.
The Company and its subsidiaries have good and valid title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries,
in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its
subsidiaries, (ii) are existing pursuant to the collateral documents relating to the Senior Credit Facilities, the Bridge Facility and the Outstanding Senior Secured Notes, (iii) are created or imposed pursuant to the collateral documents
relating to the New Secured Notes or (iv) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(t) Intellectual Property. (i) (a) The Company and its subsidiaries own or possess or can obtain on commercially reasonable terms
sufficient rights to all patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) used in their
respective businesses as described in the Time of Sale Information and the Offering Memorandum, except for those the lack of which has not, individually or in the aggregate, had a Material Adverse Effect; (b) the conduct of the Company and its
subsidiaries’ businesses as described in the Time of Sale Information and the Offering Memorandum does not infringe, misappropriate, or otherwise violate any Intellectual Property of any person; (c) the Company and its subsidiaries have
not received any written notice of any claim of infringement or conflict with any Intellectual Property rights of others, except for those claims that do not materially interfere with the use of or proposed use of such Intellectual Property by the
Company and its subsidiaries or that have not had, individually or in the aggregate, a Material Adverse Effect; and (d) to the knowledge of the Company, the Intellectual Property owned by the Company and its subsidiaries is not being infringed,
misappropriated or otherwise violated by any person, except those with respect to clauses (b) and (d) such infringements, misappropriations or violations that do not materially interfere with the use of or proposed use of such Intellectual
Property by the Company and its subsidiaries or that have not had, individually or in the aggregate, a Material Adverse Effect. 
 (ii) The
Company and its subsidiaries have taken commercially reasonable actions to protect (a) all personal information collected, stored, used, shared, processed or disposed of by or on behalf of them (“Personal Data”), and
(b) the integrity, operation and security of all computers, software, websites, applications, databases, networks, and other information technology assets used by the Company and its subsidiaries in their respective businesses (collectively,
“IT Assets”), and the Personal Data or any other confidential information within such IT Assets, except where the failure to take such commercially reasonable actions would not have, individually or in the aggregate, a Material
Adverse Effect. To the knowledge of the Company, there have been no breaches of, or unauthorized use of or access to, any IT Assets or Personal Data, except for any that have not resulted in material liability to the Company and its subsidiaries,
taken as a whole. 

  
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 (iii) The Company and its subsidiaries are in compliance with all applicable federal, state,
local and foreign laws, rules and regulations, requirements, decisions and orders relating to (x) any Intellectual Property owned by the Company or any of its subsidiaries, (y) the privacy and security of any Personal Data, and
(z) the security of IT Assets used in their respective businesses (and the data therein) except in the case of (x), (y), or (z), where such non-compliance would not have, individually or in the aggregate,
a Material Adverse Effect. 
 (u) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, other affiliates of the Company or any of its subsidiaries, on the other, that would be required by the Securities Act to be described in a registration
statement on Form S-1 to be filed with the Commission and that is not so described in each of the Time of Sale Information and the Offering Memorandum. 

(v) Investment Company Act. The Company and each of the Guarantors is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum will not be, required to register as an investment company or an entity “controlled” by an
“investment company,” in each case as defined under the Investment Company Act of 1940, as amended. 
 (w) Taxes. The
Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in each of the Time of Sale Information and the
Offering Memorandum, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets except, in each case, for (i) any such
taxes or tax deficiencies that are currently being contested in good faith and for which the Company has established adequate reserves or (ii) as would not, individually or in the aggregate, have a Material Adverse Effect. 

(x) Licenses and Permits. The Company and its subsidiaries possess all licenses, sub-licenses,
certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their
respective properties or the conduct of their respective businesses as described in each of the Time of Sale Information and the Offering Memorandum, except where the failure to possess or make the same would not, individually or in the aggregate,
have a Material Adverse Effect; and except as described in each of the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in
the ordinary course, except where such revocation, modification or non-renewal would not, individually or in the aggregate, have a Material Adverse Effect. 

  
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 (y) No Labor Disputes. No labor disturbance by or dispute with employees of the
Company or any of its subsidiaries exists or, to the knowledge of the Company and each of the Guarantors, is contemplated or threatened and neither the Company nor any Guarantor is aware of any existing or imminent labor disturbance by, or dispute
with, the employees of any of the Company’s or any of the Company’s subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. 

(z) Certain Environmental Matters. (i) To the knowledge of the Company, the Company and its subsidiaries (x) are in compliance
with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or
toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them
under applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or
liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals,
or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, the Company and
its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could
reasonably be expected to have a Material Adverse Effect. 
 (aa) Compliance with ERISA. (i) Each employee benefit plan, within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not
incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b)(c)(m) or (o) of the
Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Code, except as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption, except as would not, individually or in the aggregate, have a Material Adverse Effect;
(iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the 

  
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minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any
amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value
of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), except as would not, individually or in the aggregate, have a Material Adverse Effect; (v) no “reportable event” (within the
meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vi) neither the Company nor any member of the Controlled Group has incurred any liability under Title IV of
ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of
Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign
regulatory agency with respect to any Plan, except as would not, individually or in the aggregate, have a Material Adverse Effect. 
 (bb)
Disclosure Controls. The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is applicable to the Company and
its subsidiaries that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s executive officers as appropriate to allow timely decisions regarding required
disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. 

(cc) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as
defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive officers and
principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The
Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Time of Sale Information and the
Offering Memorandum, (A) there are no material weaknesses in the Company’s internal controls and (B) the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of any fraud, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. 

  
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 (dd) No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any
director or officer of the Company or any of its subsidiaries nor, to the knowledge of the Company and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its
subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of
any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an
official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,
or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other
applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment,
kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance in all
material respects with all applicable anti-bribery and anti-corruption laws. 
 (ee) Insurance. Except as disclosed in the Time of
Sale Information and the Offering Memorandum, the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and
insures against such losses and risks as are expected to be adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or
agent of such insurer that material capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business. 

(ff) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted in
compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all
jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to
the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Guarantors, threatened. 

  
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 (gg) No Conflicts with Sanctions Laws. Neither the Company nor any of its
subsidiaries, directors or officers, nor, to the knowledge of the Company or any of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject
or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and
including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury
(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the
subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”); and the Company will apply the net proceeds from the sale of the Securities as described in the
Time of Sale Information and the Offering Memorandum under the heading “Use of proceeds” and will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of
Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as
underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that
at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. 
 (hh) Senior
Indebtedness. The Securities constitute “senior indebtedness” as such term is defined in any indenture or agreement governing any outstanding subordinated indebtedness of the Company. 

(ii) No Restrictions on Subsidiaries. Except as disclosed in the Time of Sale Information and the Offering Memorandum, no subsidiary of
the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital
stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the
Company, except for any such restrictions (a) contained in the Senior Credit Facilities and the Bridge Facility, or (b) that will be permitted by the Indenture. 

(jj) No Broker’s Fees. Except as disclosed in the Time of Sale Information and the Offering Memorandum, none of the Company or any
of its subsidiaries is a party to any contract, agreement or understanding with any person (other than the Transaction Documents) that would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage commission,
finder’s fee or like payment in connection with the offering and sale of the Securities. 

  
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 (kk) Rule 144A Eligibility. On the Closing Date, the Securities will not be of the
same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the
Securities Act. 
 (ll) No Integration. None of the Company or any of its affiliates (as defined in Rule 501(b) of Regulation D) has,
directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that
would require registration of the Securities under the Securities Act. 
 (mm) No General Solicitation or Directed Selling Efforts.
None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered
or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities
Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

 (nn) Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in
Section 2(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery
of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust
Indenture Act of 1939, as amended. 
 (oo) No Stabilization. None of the Company or any of the Guarantors has taken, directly or
indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 

(pp) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company
as described in each of the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. 

  
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 (qq) Forward-Looking Statements. No forward-looking statement (within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in any of the Time of Sale Information or the Offering Memorandum has been made or reaffirmed without a reasonable basis or has
been disclosed other than in good faith. 
 (rr) Statistical and Market Data. Nothing has come to the attention of the Company or any
Guarantor that has caused the Company or such Guarantor to believe that the statistical and market-related data included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum is not based on or derived from
sources that are reliable and accurate in all material respects. 
 (ss) Sarbanes-Oxley Act. There is and has been no failure on the
part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules
and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications. 
 5.
Further Agreements of the Company and the Guarantors. The Company and the Guarantors jointly and severally covenant and agree with each Initial Purchaser that: 

(a) Delivery of Copies. The Company will deliver, without charge, to the Initial Purchasers as many copies of the Preliminary Offering
Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request. 

(b) Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or
supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial
Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any
such document with the Commission to which the Representative reasonably objects; provided, however, that the Representative shall not object to any such filing if the Company obtains an opinion of outside counsel reasonably
satisfactory to the Representative that such filing is required under the rules and regulations of the Securities Act or Exchange Act; provided, further, that the Company shall have the right to file with the Commission any report
required to be filed by the Company under the Exchange Act (based on the advice of the Company’s internal or external counsel) no later than the time period required by the Exchange Act. 

(c) Additional Written Communications. Before making, preparing, using, authorizing, approving or referring to any Issuer Written
Communication, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to
which the Representative reasonably objects. 

  
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 (d) Notice to the Representative. During the period beginning the date hereof and
ending on the latest of the Closing Date and the completion of the initial resale of the Securities by the Initial Purchasers, the Company will advise the Representative promptly, and confirm such advice in writing, (i) of the issuance by any
governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or the initiation or threatening of any proceeding for that
purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as
then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information,
Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale
in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. 

(e) Time of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a
result of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and,
subject to paragraph (b) of this Section 5, furnish to the Initial Purchasers such amendments or supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be
necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be
misleading or so that any of the Time of Sale Information will comply with law. 
 (f) Ongoing Compliance. During the period beginning
the date hereof and ending on the latest of the Closing Date and the completion of the initial resale of the Securities by the Initial Purchasers, if at any time prior to the completion of the initial offering of the Securities (i) any event
shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will promptly
notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) of this Section 5, furnish to the Initial Purchasers such amendments or supplements to the 

  
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Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or
supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will
comply with law. 
 (g) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities by the Initial Purchasers; provided that neither
the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any
general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. 

(h) Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the
Company and each of the Guarantors will not, without the prior written consent of J.P. Morgan Securities LLC, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors, as
applicable, and having a term of more than one year; provided that this Section 5(h) shall not apply to any such debt securities offered, sold, contracted to sell or otherwise disposed of in connection with the Concurrent Offering or the
Convertible Note Exchanges. 
 (i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as
described in each of the Time of Sale Information and the Offering Memorandum under the heading “Use of proceeds.” 
 (j)
Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which
the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such
prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (k) DTC. The
Company will assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement through DTC. 
 (l)
No Integration. None of the Company or any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as
defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. 

  
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 (m) No General Solicitation or Directed Selling Efforts. None of the Company or any
of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means
of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any
directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S. 

(n) No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 
 6. Certain
Agreements of the Initial Purchasers. Each Initial Purchaser hereby represents and agrees, severally and not jointly, that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written
communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either
(a) no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) or (b) “issuer information” that was included (including through incorporation by reference) in the Time of Sale Information or the Offering
Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 5(c) of this Agreement (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by
the Company and the Representative in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the
Time of Sale Information or the Offering Memorandum. 
 7. Conditions of Initial Purchasers’ Obligations. The obligation of each
Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional
conditions: 
 (a) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained
herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and
correct on and as of the Closing Date. 
 (b) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the
execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any
“nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review,
or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a
possible upgrading). 

  
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 (c) No Material Adverse Change. No event or condition of a type described in
Section 4(e) of this Agreement shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any
amendment or supplement thereto) the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this
Agreement, the Time of Sale Information and the Offering Memorandum. 
 (d) Officer’s Certificate. The Representative shall have
received on and as of the Closing Date a certificate of the chief financial officer or chief accounting officer of the Company on behalf of the Company (and not in his or her individual capacity) and of each Guarantor who has specific knowledge of
the Company’s or such Guarantor’s financial matters and is satisfactory to the Representative (i) confirming that such officer has carefully reviewed the Time of Sale Information and the Offering Memorandum and, to the knowledge of
such officer, the representations set forth in Sections 4(a) and 3(b) of this Agreement are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are (x) true
and correct (in the case of representations and warranties that are qualified with respect to materiality) or (y) are true and correct in all material respects (in the case of representation and warranties that are not so qualified) and that
the Company and the Guarantors have complied with all agreements and satisfied all conditions in all material respects on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in
paragraphs (b) and (c) of this Section 7. 
 (e) Comfort Letters. On the date of this Agreement and on the Closing Date,
Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to
the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or
incorporated by reference in each of the Time of Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than
three business days prior to the Closing Date. 
 (f) Opinion and 10b-5 Statement of Counsel for
the Company. Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D hereto. 

  
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 (g) Opinion and 10b-5 Statement of Counsel for
the Initial Purchasers. The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement, addressed to the Initial Purchasers, of Simpson Thacher & Bartlett LLP,
counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such
matters. 
 (h) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have
been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of
any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees. 

(i) Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of
the Company, the Guarantors and certain of their respective subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or
any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. 
 (j) DTC. The Securities
shall be eligible for clearance and settlement through DTC. 
 (k) Indenture and Securities. The Indenture shall have been duly
executed and delivered by a duly authorized officer of the Company, each of the Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the
Trustee. 
 (l) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the
Representative such further certificates and documents as the Representative may reasonably request. 
 All opinions, letters, certificates
and evidence mentioned in this Section 7 or elsewhere in this Agreement shall be deemed to be in compliance with the provisions of this Agreement only if they are in form and substance reasonably satisfactory to counsel for the Initial
Purchasers. 
 8. Indemnification and Contribution. 

(a) Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold
harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against
any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer


  
 22 













 
Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Memorandum (or any amendment or supplement thereto) or any
omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company
in writing by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in
Section 8(b) of this Agreement. 
 (b) Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees,
severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) of this Section 8, but only with respect to any losses, claims, damages or liabilities (including,
without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative
expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed
that the only such information consists of the following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the tenth paragraph under the heading “Plan of Distribution” (which, for the avoidance of doubt, begins
with “In connection with the offering of the notes, the initial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions”). 

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) of this Section 8, such person (the “Indemnified Person”) shall promptly notify the
person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph
(a) or (b) of this Section 8 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) of this Section 8. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the
Indemnifying Person) to represent the 

  
 23 













 
Indemnified Person and any others entitled to indemnification pursuant to this Section 8 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of
such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying
Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors
and officers and any control persons of such Initial Purchaser shall be designated in writing by the Representative and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the
Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance
with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory
to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Person. 
 (d) Contribution. If the indemnification provided for in paragraph (a) or (b) of this Section 8 is unavailable to
an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to
the amount paid or payable by such Indemnified Person as a result of such 

  
 24 













 
losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial
Purchasers on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net
proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate
offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. 
 (e) Limitation on Liability. The Company, the Guarantors and the
Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) of this Section 8. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) of this Section 8 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 8, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect
to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute
pursuant to this Section 8 are several in proportion to their respective purchase obligations hereunder and not joint. 
 (f) Non-Exclusive Remedies. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in
equity. 
 9. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above. 

  
 25 













 10. Termination. This Agreement may be terminated in the absolute discretion of the
Representative, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum. 

11. Defaulting Initial Purchaser. 

(a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase
hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If,
within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period
of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the
Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in
the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment
or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise
requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. 

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by
the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) of this Section 11, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the
principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase
hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. 

  
 26 













 (c) If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) of this Section 11, the aggregate principal amount of such
Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) of this
Section 11, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 11 shall be without
liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 12 of this Agreement and except that the provisions of
Section 8 of this Agreement shall not terminate and shall remain in effect. 
 (d) Nothing contained herein shall relieve a defaulting
Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. 

12. Payment of Expenses. 

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the
Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance,
sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written
Communication and the Offering Memorandum (including any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the
Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the
laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by rating
agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the
approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as provided in Section 8 and this
Section 12, the Initial Purchasers shall pay all of their own costs and expenses in connection with the transactions contemplated hereby, including, without limitation, the fees and expenses of their counsel. 

(b) If (i) this Agreement is terminated pursuant to Section 10, (ii) the Company for any reason fails to tender the Securities for
delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agree to reimburse the Initial
Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with
this Agreement and the offering contemplated hereby. 

  
 27 













 13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Initial Purchaser referred to in Section 8 hereof.
Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial
Purchaser shall be deemed to be a successor merely by reason of such purchase. 
 14. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this
Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf
of the Company, the Guarantors or the Initial Purchasers. 
 15. Certain Defined Terms. For purposes of this Agreement,
(a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks
are permitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; (d) the term “Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder; and (e) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act. 

16. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may
include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients. 

17. Miscellaneous. 
 (a)
Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial
Purchasers. 
 (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 270-1063). Notices to the Company and the Guarantors shall be given to them at 2355 W. Chandler Blvd., Chandler, Arizona 85224 (fax: (480) 899-9210); Attention: Chief
Financial Officer. 

  
 28 













 (c) Governing Law. This Agreement and any claim, controversy or dispute arising under
or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
 (d) Submission to
Jurisdiction. The Company and each of the Guarantors hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. The Company and each of the Guarantors waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the
Company and each of the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Guarantor, as applicable, and may be enforced in any court to the
jurisdiction of which Company and each Guarantor, as applicable, is subject by a suit upon such judgment. 
 (e) Waiver of Jury Trial.
Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. 

(f) Recognition of the U.S. Special Resolution Regimes. 

(i) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. 

(ii) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. 

As used in this Section 16(f): 

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k). 
 “Covered Entity” means any of the following: 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); 

  
 29 













 (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or 
 (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b). 
 “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “U.S. Special Resolution Regime” means each of (i) the Federal
Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 

(g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by
electronic means. 
 (h) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval
to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 
 (i)
Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 

  
 30 













 If the foregoing is in accordance with your understanding, please indicate your acceptance
of this Agreement by signing in the space provided below. 
  

			
	Very truly yours,
	
	MICROCHIP TECHNOLOGY INCORPORATED
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Senior Vice President and Chief Financial Officer
	
	MICROCHIP HOLDING CORPORATION
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Chief Financial Officer
	
	ATMEL CORPORATION
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Vice President and Chief Financial Officer
	
	ATMEL HOLDINGS, INC.
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Vice President and Chief Financial Officer














 
			
	MICROSEMI CORPORATION
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Chief Financial Officer
	
	MICROSEMI STORAGE SOLUTIONS, INC.
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Chief Financial Officer
	
	SILICON STORAGE TECHNOLOGY, INC.
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Chief Financial Officer
	
	MICROCHIP TECHNOLOGY LLC
	
	By: Microchip Technology Incorporated, its sole member
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Senior Vice President and Chief Financial Officer














 
			
	SILICON STORAGE TECHNOLOGY LLC
	
	By: Silicon Storage Technology, Inc., its sole member
		
	By	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Chief Financial Officer














 Accepted: As of the date first written above 

J.P. MORGAN SECURITIES LLC 
 For itself and on behalf of the
several 
 Initial Purchasers listed in Schedule 1 hereto. 
  

			
	J.P. MORGAN SECURITIES LLC
		
	By	 	 /s/ Najma Dhalla

		 	Authorized Signatory













 Schedule 1 
  

					
	 Initial Purchaser
	  	Principal Amount
of Securities	 
	 J.P. Morgan Securities LLC
	  	$	636,000,000	 
	 SunTrust Robinson Humphrey, Inc.
	  	$	96,000,000	 
	 Wells Fargo Securities, LLC
	  	$	72,000,000	 
	 BNP Paribas Securities Corp.
	  	$	60,000,000	 
	 BofA Securities, Inc.
	  	$	39,000,000	 
	 BMO Capital Markets Corp.
	  	$	39,000,000	 
	 U.S. Bancorp Investments, Inc.
	  	$	39,000,000	 
	 MUFG Securities Americas Inc.
	  	$	30,000,000	 
	 Fifth Third Securities, Inc.
	  	$	30,000,000	 
	 RBC Capital Markets, LLC
	  	$	27,000,000	 
	 DBS Bank Ltd.
	  	$	27,000,000	 
	 Mizuho Securities USA LLC
	  	$	27,000,000	 
	 Scotia Capital (USA) Inc.
	  	$	27,000,000	 
	 TD Securities (USA) LLC
	  	$	27,000,000	 
	 BBVA Securities Inc.
	  	$	15,000,000	 
	 Citizens Capital Markets, Inc.
	  	$	9,000,000	 
	 Total
	  	$	1,200,000,000	 













 Schedule 2 

Guarantors 
 Atmel Corporation, a Delaware
corporation 
 Atmel Holdings, Inc., a Delaware corporation 

Microchip Holding Corporation, a Delaware corporation 

Microchip Technology LLC, a Delaware limited liability company 

Microsemi Corporation, a Delaware corporation 
 Microsemi
Storage Solutions, Inc., a Delaware corporation 
 Silicon Storage Technology, Inc., a California corporation 

Silicon Storage Technology LLC, a Delaware limited liability company 












 Schedule 3 

Significant Subsidiaries 
 Atmel Corporation 

Jurisdiction: Delaware 
 Atmel Holdings, Inc. 

Jurisdiction: Delaware 
 Microchip Holding Corporation 

Jurisdiction: Delaware 
 Microchip Technology (Thailand) Co.,
Ltd. 
 Jurisdiction: Thailand 
 Microchip Technology
(Barbados) II Incorporated 
 Jurisdiction: Cayman Islands 

Microchip Technology Ireland Limited 
 Jurisdiction: Ireland 

Microchip Technology Malta Limited 
 Jurisdiction: Ireland 












 ANNEX A 

Additional Time of Sale Information 

1. Term sheet containing the terms of the Securities, substantially in the form of Annex B. 

  
 A-1 













 ANNEX B 

Pricing Term Sheet 

Strictly Confidential 

Pricing Term Sheet, dated May 26, 2020 

to Preliminary Offering Memorandum dated May 26, 2020 

Microchip Technology Incorporated 

$1,200,000,000 4.250% Senior Notes due 2025 

This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 26, 2020 (the “Preliminary Offering
Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in
the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. 
  

			
	Issuer:	  	Microchip Technology Incorporated
		
	Security description:	  	4.250% Senior Notes due 2025 (the “Unsecured Notes”)
		
	Principal amount:	  	$1,200,000,000
		
	Gross proceeds:	  	$1,200,000,000
		
	Maturity:	  	September 1, 2025
		
	Coupon:	  	4.250%
		
	Issue price:	  	100.000% of face amount
		
	Yield to maturity:	  	4.250%
		
	Spread to Benchmark Treasury:	  	+390 basis points
		
	Benchmark Treasury:	  	UST 0.375% due April 30, 2025
		
	Interest payment dates:	  	 March 1 and September 1, commencing

September 1, 2020

		
	Record dates:	  	February 15 and August 15


  
 B-1 














			
		
	Equity clawback:	  	Up to 40% at 104.250% prior to September 1, 2022
		
	Optional redemption:	  	Make-whole call at a discount rate of T+50 bps prior to September 1, 2022, then:

  

					
	 On or after:
	  	Price:	 
	 September 1, 2022
	  	 	102.125	% 
	 September 1, 2023
	  	 	101.063	% 
	 September 1, 2024 and thereafter
	  	 	100.000	% 


  

			
		
	CUSIP / ISIN:	  	 144A: 595017AS3 / US595017AS32
  

Reg S: U59332AD5 / USU59332AD52

		
	Trade date:	  	May 26, 2020
		
	Settlement:	  	 T+3; May 29, 2020.
  

It is expected that delivery of the Unsecured Notes will be made against payment therefor on or about May 29, 2020, which is the third business day
following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business
days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Unsecured Notes any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the
Unsecured Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Unsecured Notes who wish to trade the Unsecured Notes prior to the second business
day preceding their date of delivery hereunder should consult their own advisors.

		
	Use of proceeds:	  	 The Issuer estimates that the net proceeds from the offering of Unsecured Notes will be approximately $1,183,500,000, after deducting the
initial purchasers’ discount and commissions and our estimated offering expenses. The Issuer intends to use a portion of the net proceeds from this offering, together with a portion of the net proceeds from the Concurrent Offering (as defined
below) that remain after using approximately $615 million of the net proceeds from the Concurrent Offering to repay in full all amounts outstanding under its bridge credit facility, to finance the cash portion of the consideration it expects to
deliver in connection with the exchanges of approximately $383.3 million in aggregate principal amount of the 1.625% convertible senior subordinated notes due 2025 and approximately $643.9 million in aggregate principal amount of the
1.625% convertible senior subordinated notes due 2027, such exchanges, the (“Convertible Notes Exchanges”), as described in the Preliminary Offering Memorandum, which is approximately $1,027.2 in the aggregate.

 
 Net proceeds remaining after such Convertible Notes Exchanges will be used for general
corporate purposes, which may include the repayment of a portion of the amount outstanding under the Issuer’s revolving credit facility, which amount may be reborrowed.



  
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	Concurrent offering:	  	 As described in the Preliminary Offering Memorandum, concurrently with the launch of this offering, the Issuer launched, and subsequently
priced, a private offering (the “Concurrent Offering”) of $1.0 billion aggregate principal amount of 2.670% senior secured notes due 2023 (the “Secured Notes”). The closing of this offering is not conditioned upon the
closing of the Concurrent Offering of the Secured Notes or vice versa.
  
 Nothing
contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Secured Notes being offering in the Concurrent Offering.
  

As of March 31, 2020, after giving effect to this offering and the Concurrent Offering and the use of proceeds therefrom, the Issuer would have had a
ratio of Adjusted EBITDA to as adjusted net cash interest expense (assuming for such purpose, that (i) this offering and the Concurrent Offering and consummation of the Convertible Notes Exchanges and the repayment of the Issuer’s bridge
credit facility using a portion of the net proceeds therefrom and (ii) the exchange of the $615 million in aggregate principal amount of the 1.625% convertible senior subordinated notes due 2025, which were exchanged on March 27,
2020, in each case, had occurred on the first day of the fiscal year ended March 31, 2020) equal to 5.20x.

		
	Distribution:	  	Rule 144A / Regulation S for life; no registration rights.
		
	Change of control:	  	Upon the occurrence of a Change of Control Triggering Event, the Issuer must offer to repurchase the Unsecured Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Unsecured Notes repurchased,
plus accrued and unpaid interest to, but excluding, the repurchase date.
		
	Denominations/Multiple:	  	Denominations of $2,000 and any integral multiples of $1,000 in excess thereof
		
	Ratings*:	  	 Ba2 / BB+ (stable/stable)

(Moody’s/Fitch)

		
	Joint book-running managers:	  	 J.P. Morgan Securities LLC
 Wells Fargo
Securities, LLC
 SunTrust Robinson Humphrey, Inc.
 BNP Paribas
Securities Corp.

		
	Co-managers:	  	 BofA Securities, Inc.
 BMO Capital Markets
Corp.
 U.S. Bancorp Investments, Inc.
 MUFG Securities Americas
Inc.
 Fifth Third Securities, Inc.
 RBC Capital Markets,
LLC
 DBS Bank Ltd.
 Mizuho Securities USA LLC

Scotia Capital (USA) Inc.
 TD Securities (USA) LLC

BBVA Securities Inc.
 Citizens Capital Markets, Inc.


  
  

 

	*	 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. 


 This material is confidential and is for your information only and is not intended to be used by anyone
other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. 

  
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 The Unsecured Notes have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any jurisdiction. Accordingly, the Unsecured Notes are being offered and sold only to, and this communication is being distributed solely to, (1) persons reasonably believed to be
“qualified institutional buyers,” as defined in Rule 144A under the Securities Act, or (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.
For further details about eligible offerees and resale restrictions, see the section of the Preliminary Offering Memorandum captioned “Transfer restrictions.” 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. 
 Any disclaimer or other notice that may appear below is not applicable to
this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. 

  
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 ANNEX C 

Restrictions on Offers and Sales Outside the United States 

In connection with offers and sales of Securities outside the United States: 

(a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. 

(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 

(i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of
their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation
S”) or Rule 144A or any other available exemption from registration under the Securities Act. 
 (ii) None of such
Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the
offering restrictions requirement of Regulation S. 
 (iii) At or prior to the confirmation of sale of any Securities sold in
reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a
confirmation or notice to substantially the following effect: 
 The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or
(ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from
registration under the Securities Act. Terms used above have the meanings given to them by Regulation S. 

  
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 (iv) Such Initial Purchaser has not and will not enter into any contractual
arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. 

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. 

(c) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the
Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in any country or jurisdiction where
action for that purpose is required. 

  
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 ANNEX D 

Form of WSGR Opinion for the Company and the Guarantors 

Opinions to be included as set forth below: 
  

	 	1.	 Each of the Company, Atmel, Atmel Holdings, MHC, Microsemi and Microsemi Storage has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the State of Delaware. Each of MT LLC and SST LLC is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is in good standing
under such laws. SST is a corporation duly incorporated and validly existing under the laws of the State of California and is in good standing under such laws. Each of the Company and the Subsidiary Guarantors have the corporate power and authority
to own its properties and to conduct its business as described in the Disclosure Package and the Final Offering Memorandum. 


  

	 	2.	 The Purchase Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary
Guarantors. 


  

	 	3.	 The Notes are in the form contemplated by the Indenture and have been duly authorized by the Company; the
Notes, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered against the purchase price therefor specified in the Purchase Agreement in accordance with the terms of the Purchase
Agreement (which facts we have not determined by inspection of the Securities), will constitute valid and binding obligations of the Company and enforceable against the Company in accordance with their terms; and the Securities are entitled to the
benefits of the Indenture. 


  

	 	4.	 The Guarantees have been duly authorized, executed and delivered by the Subsidiary Guarantors and constitute
valid and binding instruments, enforceable against each Subsidiary Guarantor in accordance with their terms. The Indenture has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor and constitute valid and binding
instruments, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms. 


  

	 	5.	 None of the execution, delivery and performance of the Purchase Agreement or the Indenture, or the issuance and
sale of the Notes or the Guarantees, or the consummation of any other of the transactions contemplated thereby will conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) the
Charter Documents, (B) (i) any statute, decree, regulation or order known to us to be applicable to the Company, 



  
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Atmel, Atmel Holdings, MHC, Microchip LLC, Microsemi, Microsemi Storage or SST LLC of any U.S. federal, New York or Delaware court, governmental authority or agency having jurisdiction over the
Company, Atmel, Atmel Holdings, MHC, Microchip LLC or SST LLC or any of their properties or assets and (ii) any statute, decree, regulation or order known to us to be applicable to SST of any U.S. federal, New York or California court,
governmental authority or agency having jurisdiction over SST or any of its properties or assets, (C) any Reviewed Agreements or (D) any Reviewed Judgments. 


 

	 	6.	 No consent, approval, authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company and each Subsidiary Guarantor of the transactions contemplated by the Purchase Agreement or the Indenture, except as contemplated by
the Indenture and the Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the
Initial Purchasers. 


  

	 	7.	 The Company is not and, immediately after giving effect to the offering and sale of the Securities and the
application of the net proceeds thereof, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act. 



 

	 	8.	 The statements set forth in the Disclosure Package and the Final Offering Memorandum under the caption
“Description of Notes,” insofar as they purport to constitute a summary of the terms of the Securities and the Indenture, fairly summarize such terms and documents in all material respects. 



 

	 	9.	 The statements set forth in the Disclosure Package and the Final Offering Memorandum under the caption
“Certain U.S. federal income tax considerations,” insofar as they purport to summarize provisions of the United States federal tax laws or legal conclusions with respect thereto, fairly summarize such matters in all material respects.



  

	 	10.	 No registration of the Securities under the Act is required for the sale of the Securities by the Company and
the Subsidiary Guarantors to the Initial Purchasers pursuant to the Purchase Agreement or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the Disclosure Package and the Final
Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the consequences thereof).




  
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 Form of WSGR 10b-5 Statement  

We have participated in conferences with certain officers and other representatives of the Company, the Representative of the Initial
Purchasers, counsel for the Initial Purchasers and representatives of the independent certified public accountants of the Company at which the contents of the General Disclosure Package, the Final Offering Memorandum and related matters were
reviewed and discussed and, although we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the General Disclosure Package or the Final Offering Memorandum (except to the extent of our statements
in paragraphs 12 and 13 of our opinion letter separately delivered to you today pursuant to the Purchase Agreement), and we have made no independent check or verification thereof, no facts have come to our attention in the course of such review and
discussion that have caused us to believe that: 
 (i) the General Disclosure Package, as of [•] p.m. New York time on
May 26, 2020, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or 

(ii) the Final Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

In providing this letter to you as Initial Purchasers, we have not been called to pass upon, and we express no view regarding, the financial
statements and related schedules and the financial and statistical data based on or derived from such financial statements or schedules included in or omitted from the General Disclosure Package or Offering Memorandum. Further, we express no view as
to the conveyance of the General Disclosure Package or the information contained therein to investors. 

  
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