FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (Supplemental Indenture) dated as of April 20, 2021, is between Inphi Corporation, a Delaware corporation (the Company), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation (Marvell Technology), and U.S. Bank National Association, a national banking association, as trustee (the Trustee).
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of April 24, 2020 (the Indenture), pursuant to which the Company issued its 0.75% Convertible Senior Notes due 2025 (the Notes);
WHEREAS, on October 29, 2020, Marvell Technology Group Ltd., a Bermuda exempted company (Marvell), Marvell Technology (a wholly owned subsidiary of Marvell), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of Marvell Technology (Bermuda Merger Sub), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Marvell Technology (Delaware Merger Sub), and the Company, entered into an agreement and plan of merger and reorganization (the Merger Agreement);
WHEREAS, pursuant to the Merger Agreement and a statutory merger agreement complying with the requirements of Section 105 of the Companies Act 1981 of Bermuda, as amended (the Statutory Merger Agreement), Marvell will acquire the Company in a cash and stock transaction through (1) the merger of Bermuda Merger Sub with and into Marvell (the Bermuda Merger) and (2) the merger of Delaware Merger Sub with and into the Company (the Delaware Merger and, together with the Bermuda Merger, the Mergers);
WHEREAS, as a result of the Mergers, which will become effective within one minute of each other, Marvell and the Company will become wholly owned subsidiaries of Marvell Technology, a new holding company;
WHEREAS, at the effective time of the Delaware Merger (the Effective Time), each share of common stock, $0.001 par value per share, of the Company (each, an Inphi Share) issued and outstanding immediately prior to the Effective Time (other than (i) Inphi Shares held by the Company, Marvell, Marvell Technology, Delaware Merger Sub or any other subsidiary of Marvell or the Company and (ii) Inphi Shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) will be converted into the right to receive 2.323 shares of common stock, $0.002 par value per share, of Marvell Technology (Marvell Technology Common Stock) and $66.00 in cash, without interest, plus cash in lieu of any fractional Marvell Technology Common Stock;
WHEREAS, Section 14.07(a) of the Indenture provides, among other things, that, upon the occurrence of a Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) of the Indenture providing that, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount