Purchase Agreement, dated as of May 23, 2018, by and among Microchip Technology Incorporated, subsidiary guarantors name therein and JPMorgan Securities LLC, as representative of the several initial purchasers named therein

EX-10.1 3 d567598dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

Microchip Technology Incorporated

$ 1,000,000,000 3.922% Senior Secured Notes due 2021

$ 1,000,000,000 4.333% Senior Secured Notes due 2023

Purchase Agreement

May 23, 2018

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives 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

c/o Wells Fargo Securities, LLC

375 Park Avenue

4th Floor

New York, New York 10152

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

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 representatives (the “Representatives”), $1,000,000,000 principal amount of its 3.922% Senior Secured Notes due 2021 (the “2021 Notes”) and $1,000,000,000 principal amount of its 4.333% Senior Secured Notes due 2023 (the “2023 Notes,” and, collectively, the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 29, 2018

(the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Microchip Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and will be guaranteed in accordance with the terms of the Indenture on a secured senior basis (the “Guarantees”) by each of the Microchip Guarantors (it being understood that the Microsemi Guarantors (as defined below) will provide Guarantees on the Merger Closing Date (as defined below).

The Securities are being issued and sold in connection with the proposed merger (the “Merger”) of Maple Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), with and into Microsemi Corporation, a Delaware corporation (“Microsemi,” which together with its consolidated subsidiaries, shall be referred to herein as the “Microsemi Entities”), with Microsemi surviving such Merger and becoming a wholly owned subsidiary of the Company pursuant to the Agreement and Plan of Merger, dated as of March 1, 2018, by and among the Company, Merger Sub and Microsemi (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). The date of the consummation of the Merger is referred to herein as the “Merger Closing Date.” For purposes of this Agreement, the term “Transactions” has the meaning assigned in the Offering Memorandum (as defined below).

On the Merger Closing Date, Microsemi and its subsidiaries that provide guarantees of the Senior Secured Credit Facilities (as defined below) (as set forth on Schedule 3 hereto and including Microsemi, collectively, the “Microsemi Guarantors”) will enter into one or more supplemental indentures to the Indenture, a form of which will be attached to the Indenture (collectively, the “Supplemental Indenture”), pursuant to which they will become parties to the Indenture as guarantors. On the Merger Closing Date, each of the Microsemi Guarantors will provide a Guarantee of the payment of principal of, premium and interest on the Securities.

References to the “Guarantors” in this Purchase Agreement (i) prior to the Merger Closing Date, refer to the Microchip Guarantors and (ii) as of and following the Merger Closing Date, refer to the Microchip Guarantors and the Microsemi Guarantors, collectively.

In addition, on the Merger Closing Date, the Microsemi Guarantors will enter into a joinder agreement to this Agreement, the form of which is attached hereto as Exhibit A (the “Joinder to the Purchase Agreement”), pursuant to which they will become parties to this Agreement.

In the event that the Merger is not consummated on or prior to June 1, 2019 or if the Merger Agreement is terminated without the Merger being consummated prior to June 1, 2019, the Securities will be redeemed pursuant to a special mandatory redemption provision in the Indenture at a redemption price equal to 101% of the principal amount of the Securities, plus accrued and unpaid interest to, but not including, the redemption date, as further described in the Offering Memorandum.

In connection with the Merger, the Company (i) entered into the Amended and Restated Credit Agreement, dated as of May 18, 2018 (as so amended, amended and restated, supplemented and otherwise modified, the “Credit Agreement”), with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), which provides for $244.3 million aggregate principal amount of revolving commitments that terminate in 2020 and $3.6 billion aggregate principal amount of revolving commitments that terminate in 2023, the “Revolving Credit Facility”) and (ii) intends to further amend and/or amend and restate the Credit Agreement to provide for a seven-year senior secured term loan facility in an aggregate principal amount of $3.0 billion (the “New Term Loan Facility,” and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”. The proceeds from the Securities and borrowings under the Senior Secured Credit Facilities, together with cash on hand, will be used to fund the Transactions, including to (a) repay the existing indebtedness of Microsemi, (b) pay the cash consideration for the Merger and (c) pay the fees and expenses incurred in connection with the consummation of the Transactions.

On and after the Merger Closing Date, the Securities and the Guarantees will be secured by a first-priority lien, subject to Permitted Liens (as defined below) and the limitations and qualifications set forth in the Indenture and the Security Agreement (as defined below), on substantially all of the tangible and intangible assets of the Company and the Guarantors, now owned or hereafter acquired by the Company and any Guarantor, that secure the Senior Secured Credit Facilities on a first-priority basis (the “Collateral”). The Collateral shall be described in: (a) with respect to personal property that constitutes Collateral (subject to clause (b) below), the Pledge and Security Agreement to be dated as of the Merger Closing Date (as defined below) and entered into by the Company and the Guarantors, a form of which will be attached to the Indenture (the “Security Agreement”), (b) with respect to U.S. registered or applied for intellectual property, and any exclusive licenses in same where a Guarantor is an exclusive licensee, that constitutes Collateral in the Security Agreement and in the Trademark Security Agreement, the Patent Security Agreement and the Copyright Security Agreement, each to be dated as of the Merger Closing Date and entered into by each of the Company and the applicable Guarantors, forms of which will be attached to the form of the Security Agreement attached to the Indenture (the “Trademark Security Agreement,” “Patent Security Agreement” and “Copyright Security Agreement,” and, collectively, the “Intellectual Property Security Agreements”), each to be delivered to the Trustee, granting a first-priority security interest in the Collateral, subject to Permitted Liens, in favor of the Collateral Agent for its benefit and each holder of the Securities and the successors and assigns of the foregoing. The term “Collateral Documents,” as used herein, shall mean the Security Agreement and the Intellectual Property Security Agreements together with any other filings, amendments, joinders, supplements and agreements required to create or perfect the security interests in the Collateral. The rights of the holders of the Securities with respect to the Collateral shall be further governed by the Intercreditor Agreement to be dated as of the Merger Closing Date, among the Company, the Guarantors, the Collateral Agent and the Administrative Agent, a form of which will be attached to the Indenture (the “Intercreditor Agreement”).

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 21, 2018 (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, the Microsemi Entities 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.

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 99.550% of the principal amount of the 2021 Notes and 99.400% of the principal amount of the 2023 Notes, in each case plus accrued interest, if any, from May 29, 2018 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.

(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, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives 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 Representatives 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 Representatives 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 Representatives 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 Representatives 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 Representatives 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 (it being understood that (i) references to the Company and its subsidiaries in Sections 4(e), (p), (q), (r), (s), (u), (v), (y), (z), (aa), (bb), (cc), (ff), (gg), (hh), (ii) and (kk) shall be deemed to refer to the Company and its subsidiaries giving pro forma effect to the consummation of the Merger and (ii) in any such and other cases where the Company and the Guarantors are providing representations and warranties with respect to the Microsemi Entities, such representation and warranties are made to the Company’s and the Guarantors’ knowledge) 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 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 Representatives 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 Representatives, 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 Representatives 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.

(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; (ii) to the knowledge of the Company, the financial statements of the Microsemi Entities and the related notes thereto included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the consolidated financial position of the Microsemi Entities as of the dates indicated and the consolidated results of their operations and the changes in their consolidated cash flows for the periods specified; to the knowledge of the Company, such financial statements with respect to the Microsemi Entities have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby; to the knowledge of the Company, the other financial information of the Microsemi Entities included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Microsemi Entities and presents fairly in all material respects the information shown thereby; and (iii) the pro forma financial information and the related notes thereto included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum has been prepared in all material respects in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Time of Sale Information and the Offering Memorandum. 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, and, to the knowledge of the Company with respect to the Microsemi Entities 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 2.125% junior subordinated convertible debentures due 2037, its 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 Secured Credit Facilities), 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.

(f) Organization and Good Standing. The Company, Microsemi 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 and Microsemi and its subsidiaries, in each case taken as a whole or on the performance by the Company, Microsemi 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, 2018 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, and after giving pro forma effect to the Transactions 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 and Microsemi have been duly and validly authorized and issued, are fully paid and non-assessable (except, (i) in the case of any foreign subsidiary, 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 or Microsemi, as the case may be, 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 pursuant to the Existing Microsemi Credit Facility (as defined in the Offering Memorandum), which will be fully repaid and terminated upon consummation of the Transactions on the Merger Closing Date, and the Liens securing obligations under the Senior Secured Credit Facilities and the Securities, 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), each of the Collateral Documents to the extent a party thereto and the Intercreditor Agreement (collectively, the “Transaction Documents”), including granting the Liens and security interests to be granted by it pursuant to the Indenture and the Collateral 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. On the Merger Closing Date, the Microsemi Guarantors shall have full right, power and authority to execute and deliver the Joinder to the Purchase Agreement, the Supplemental Indenture, the Intercreditor Agreement and the Collateral Documents and to perform their respective obligations hereunder and thereunder, and at the time of execution of each such document, as applicable, all action required to be taken by each Microsemi Guarantor for the due and proper authorization, execution and delivery of such documents and the consummation of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum shall have been duly and validly taken.

(i) The Indenture. The Indenture has been duly authorized by the Company and each of the Microchip Guarantors (and as of the Merger Closing Date, shall have been duly authorized by the Microsemi Guarantors) and on the Closing Date will be duly executed and delivered by the Company and each of the Microchip 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 Microchip Guarantors (and as of the Merger Closing Date, will be duly executed and delivered by each of the Microsemi Guarantors and, following the execution of the Supplemental Indenture, will constitute valid and legally binding agreement of the Microsemi Guarantors) enforceable against the Company and each of the Microchip Guarantors (and as of the Merger Closing Date following the execution of the Supplemental Indenture, enforceable against the Microsemi 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 Microchip Guarantors (and the Guarantees will have been duly authorized by each of the Microsemi Guarantors prior to the execution and delivery of the Supplemental Indenture) and, when the Guarantees of the Microchip 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 Microchip Guarantors (and, for the Microsemi Guarantors, upon the execution of the Supplemental Indenture), enforceable against each of the Microchip Guarantors (and, for the Microsemi Guarantors, upon the execution of the Supplemental Indenture) 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 Microchip Guarantors and, on the Merger Closing Date, the Joinder to the Purchase Agreement will have been duly authorized, executed and delivered by the Microsemi Guarantors.

(l) [Reserved]

(m) Collateral Documents and Intercreditor Agreement. As of the Merger Closing Date, each of the Collateral Documents and the Intercreditor Agreement will have been duly authorized by the Company and each of the Guarantors, to the extent a party thereto, 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, to the extent a party thereto, enforceable against the Company and each of the Guarantors, to the extent a party thereto, in accordance with its terms, subject to the Enforceability Exceptions.

(n) Descriptions of the Transaction Documents; Collateral. 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. The Collateral conforms in all material respects to the description thereof contained in each of the Time of Sale Information and the Offering Memorandum.

(o) Collateral Documents, Financing Statements and Collateral.

(i)

Upon execution and delivery, the Security Agreement and each of the Intellectual Property Security Agreements will be effective to grant a legal, valid and enforceable security interest in all of the grantor’s right, title and interest in the Collateral described in such agreement, subject to the Enforceability Exceptions;

(ii)

Upon due and timely filing and/or recording of properly completed financing statements and Intellectual Property Security Agreements, as applicable, with respect to the Collateral, the security interests granted thereby will constitute valid, perfected

first-priority liens and security interests in the Collateral described therein, to the extent such security interests can be perfected by the filing and/or recording, as applicable, of such financing statements and Intellectual Property Security Agreements in favor of the Collateral Agent for the benefit of itself, the Trustee and the holders of the Securities, and such security interests will be enforceable in accordance with the terms contained in the Collateral Documents and the Intercreditor Agreement against all creditors of the Company and the Guarantors, and subject only to liens expressly permitted to be incurred or exist on the Collateral under the Indenture (“Permitted Liens”) and subject to the Enforceability Exceptions; and

(iii)

The Company and the Microchip Guarantors (and in the case of Microsemi and the Microsemi Guarantors, as of the Merger Closing Date, will) collectively own, have rights in or have the power and authority to grant security interests in the Collateral, free and clear of any liens other than the Permitted Liens.

(p) No Violation or Default. None of the Company, the Guarantors or any of the Company’s significant subsidiaries set forth on Schedule 4 (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.

(q) 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 (including, but not limited to, the filing of any applicable financing statements pursuant to the Security Agreement or the filing of the Intellectual Property Security Agreements), the issuance and sale of the Securities and the issuance of the Guarantees, the grant and perfection of liens and security interests in the Collateral pursuant to the Security Agreement and the Intellectual Property Security Agreements 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 (other than any lien or encumbrance created or imposed pursuant to the Collateral Documents or the collateral documents relating to the Senior Secured Credit Facilities), (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, (A) 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 and (B) in the case of clause (i) of this sentence, after giving effect to the repayment and termination of the Existing Microsemi Credit Facility and the redemption and satisfaction and discharge of Microsemi’s 9.125% senior notes due 2023 (collectively, the “Microsemi Existing Indebtedness”) on the Merger Closing Date, as described in each of the Time of Sale Information and the Offering Memorandum.

(r) 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, the grant and perfection of liens and security interests in the Collateral pursuant to the Security Agreement and the Intellectual Property Security Agreements 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, (iii) for such registrations and filings, including without limitation financing statements, as are necessary or advisable to perfect the security interests granted pursuant to the Security Agreement and the Intellectual Property Security Agreements, and (iv) as otherwise contemplated by the Transaction Documents.

(s) 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.

(t) Independent Accountants. (i) 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; and (ii) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Microsemi Entities is an independent registered public accounting firm with respect to the Microsemi Entities 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.

(u) 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 described in or referred to in the Collateral Documents and all other 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 created or imposed pursuant to the collateral documents relating to the Senior Secured Credit Facilities, (iii) constitute Permitted Liens or (iv) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(v) Intellectual Property. (a) The Company and its subsidiaries own or possess or can obtain on commercially reasonable terms sufficient rights to all material 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.

(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.

(w) 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.

(x) Investment Company Act. The Company 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.

(y) 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.

(z) 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.

(aa) 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.

(bb) 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.

(cc) 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 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.

(dd) 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.

(ee) 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.

(ff) 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.

(gg) Insurance. Except as disclosed in the Time of Sale Information and 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.

(hh) 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.

(ii) 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, Sudan, 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.

(jj) 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.

(kk) No Restrictions on Subsidiaries. Except as disclosed in the Time of Sale Information and 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 Secured Credit Facilities, or (b) that will be permitted by the Indenture.

(ll) No Broker’s Fees. Except as disclosed in the Time of Sale Information and 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.

(mm) 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.

(nn) 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.

(oo) 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.

(pp) 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.

(qq) 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.

(rr) 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.

(ss) 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.

(tt) 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.

(uu) 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.

(vv) Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by each of the Company and Merger Sub and constitutes a valid and legally binding agreement of each of the Company and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

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 Representatives 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 Representatives 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 Representatives reasonably object; provided, however, that the Representatives shall not object to any such filing if the Company obtains an opinion of

outside counsel reasonably satisfactory to the Representatives 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 Representatives 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 Representatives reasonably object.

(d) Notice to the Representatives. 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 Representatives 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 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 Representatives 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, and the Company will use its reasonable best efforts to not have the Microsemi Entities, 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 or the Microsemi Entities, as applicable, and having a tenor of more than one year.

(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.

(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.

(o) Existing Microsemi Indebtedness. The Company will, substantially simultaneously with the consummation of the Merger and the occurrence of the Merger Closing Date, pay in full all outstanding Existing Microsemi Indebtedness, and all accrued and unpaid interest, fees and other amounts owing thereunder, terminate all commitments to extend credit under the Existing Microsemi Indebtedness and release all liens securing obligations thereunder.

(p) Microsemi Guarantors Documents. On Merger Closing Date, Microsemi and each of the other Microsemi Guarantors shall (i) become party to this Agreement by executing and delivering the Joinder to the Purchase Agreement, (ii) guarantee the Securities and shall become parties to the Indenture by executing and delivering one or more Supplemental Indentures and (iii) execute and deliver the Intercreditor Agreement and the Security Agreement and any Intellectual Property Security Agreements, if applicable.

(q) Opinion of Counsel. On the Merger Closing Date, the Company shall cause Wilson Sonsini Goodrich & Rosati, Professional Corporation, as counsel for the Company, the Microchip Guarantors and the Microsemi Guarantors, to furnish their written opinion addressed to the Initial Purchasers and dated the Merger Closing Date, to the effect set forth in Annex E hereto.

(r) Good Standing. On the Merger Closing Date, the Company shall provide to the Initial Purchasers satisfactory evidence of the good standing of the Company and the Guarantors as of a then recent date in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request.

(s) Perfection of Security Interests. The Company and each Guarantor shall complete on or prior to the Merger Closing Date or such later date permitted by the Administrative Agent, the Credit Agreement or any of the Collateral Documents, all filings and other actions required to be completed by them in connection with the perfection of first-priority liens and security interests in the Collateral as and to the extent required contemplated by the Indenture and the Security Agreement, in each case as and to the extent contemplated by the Indenture and the Collateral Documents; provided that the Company and the Guarantors may deliver, satisfy and/or cause to be satisfied all of the obligations set forth on Schedule 5 hereto within the time periods set forth therein.

(t) Filings, Registrations and Recordings. On the Merger Closing Date, subject to the matters contemplated by the Credit Agreement, the Indenture, the Collateral Documents and Schedule 5 hereto, each document (including any Uniform Commercial Code financing statement) required by the Indenture or the Security Agreement, to be filed, registered or recorded, or delivered by the Company or any Guarantor for filing on or prior to the Merger Closing Date, including filings in the U.S. Patent and Trademark Office and the U.S. Copyright Office, in order to create in favor of the Collateral Agent, for the benefit of itself, the Trustee and the holders of the Securities, a perfected first-priority lien and security interest in the personal property Collateral that can be perfected by the making of such filings, registrations or recordation, prior and superior to the right of any other person (other than Permitted Liens), shall be executed and in proper form for filing, registration or recordation.

(u) Senior Secured Credit Facilities. On or prior to the Merger Closing Date, the Company will and will cause the Microsemi Guarantors to become guarantors under the Credit Agreement consistent in all material respects with the terms described in the Time of Sale Information and the Offering Memorandum.

(v) The Transactions. On the Merger Closing Date, the Merger shall have been consummated in a manner consistent in all material respects with the descriptions thereof in the Time of Sale Information and the Offering Memorandum.

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 Representatives 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).

(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 Representatives 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 Representatives 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 Representatives (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. (i) (A) On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representatives, 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 Representatives, 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; and (B) PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of Microsemi, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, 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 Representatives, 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 Representatives, to the effect set forth in Annex D hereto.

(g) Opinion and 10b-5 Statement of Counsel for the Initial Purchasers. The Representatives 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 Representatives 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 Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company, Microsemi and certain of their respective subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives 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, the Trustee and the Collateral Agent, 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) Lien Searches. The Representatives shall have received the results of a recent lien search in each of the jurisdictions where assets of the Company, Microsemi, the Microchip Guarantors and the Microsemi Guarantors are located and any jurisdictions in which valid filings with respect to such assets of the Company, Microsemi, the Microchip Guarantors and the Microsemi Guarantors may be in effect, and such search shall reveal no liens on any of the assets of the Company, Microsemi, the Microchip Guarantors and the Microsemi Guarantors or their respective subsidiaries except for Permitted Liens or liens with respect to the Senior Secured Credit Facilities.

(m) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further certificates and documents as the Representatives 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 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 Representatives 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 Representatives 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 ninth paragraph under the heading “Plan of Distribution” (which, for 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 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 Representatives 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 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.

10. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, 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 Representatives, 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.

(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 Representatives 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, the Collateral Agent 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; (ix) the fees and expenses incurred with respect to creating, documenting and perfecting the security interests in the Collateral as contemplated by the Collateral Documents (including the related fees and expenses of counsel to the Initial Purchasers for all periods prior to and after the Closing Date); and (x) 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.

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 Representatives. Any action by the Initial Purchasers hereunder may be taken by the Representatives on behalf of the Initial Purchasers, and any such action taken by the Representatives 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 Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212 ###-###-####), c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, (fax: 704) 410-0326; Attention: Transaction Management) and c/o Merrill Lynch at 50 Rockefeller Plaza, New York, New York 10020, (fax: (646) 855-5958; Attention: High Grade Transaction Management/Legal). 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.

(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) 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.

(g) 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.

(h) 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.

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
		Title: Vice President and Chief Financial Officer

MICROCHIP TECHNOLOGY LLC
By: Microchip Technology Incorporated, its sole member

By:		/s/ J. Eric Bjornholt
		Title: Vice President and Chief Financial Officer

SILICON STORAGE TECHNOLOGY, INC.

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

SILICON STORAGE TECHNOLOGY LLC
By: Silicon Storage Technology, Inc., its sole member

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

MICROCHIP HOLDING CORPORATION

By:		/s/ J. Eric Bjornholt
		Title: President

ATMEL CORPORATION

By:		/s/ J. Eric Bjornholt
		Title: Vice President and Chief Financial Officer

ATMEL HOLDINGS, INC.

By:		/s/ J. Eric Bjornholt
		Title: President

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

WELLS FARGO SECURITIES, LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

For themselves and on behalf of the several

Initial Purchasers listed in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC


By		/s/ Som Bhattacharyya


Name: Som Bhattacharyya
Title: Executive Director

WELLS FARGO SECURITIES, LLC

By		/s/ Patrick Jordan


Name: Patrick Jordan
Title: Director

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED



By		/s/ Laurie Campbell


Name: Laurie Campbell

Title: Managing Director

Schedule 1


Initial Purchaser	Principal Amount of 2021 Notes		Principal Amount of 2023 Notes
J.P. Morgan Securities LLC	$	400,000,000.00	$	400,000,000.00
Wells Fargo Securities, LLC	$	150,000,000.00	$	150,000,000.00
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	120,000,000.00	$	120,000,000.00
HSBC Securities (USA) Inc.	$	55,000,000.00	$	55,000,000.00
BMO Capital Markets Corp.	$	45,000,000.00	$	45,000,000.00
U.S. Bancorp Investments, Inc.	$	32,500,000.00	$	32,500,000.00
DBS Bank Ltd.	$	30,000,000.00	$	30,000,000.00
Fifth Third Securities, Inc.	$	30,000,000.00	$	30,000,000.00
MUFG Securities America Inc.	$	30,000,000.00	$	30,000,000.00
SunTrust Robinson Humphrey, Inc.	$	30,000,000.00	$	30,000,000.00
RBC Capital Markets, LLC	$	25,000,000.00	$	25,000,000.00
BBVA Securities Inc.	$	15,000,000.00		15,000,000.00
BNP Paribas Securities Corp.	$	10,000,000.00	$	10,000,000.00
Citizens Capital Markets, Inc.	$	10,000,000.00		10,000,000.00
Mizuho Securities USA LLC	$	10,000,000.00	$	10,000,000.00
Scotia Capital (USA) Inc.	$	7,500,000.00	$	7,500,000.00
Total	$	1,000,000,000.00	$	1,000,000,000.00

Schedule 2

Microchip 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

Silicon Storage Technology, Inc., a California corporation

Silicon Storage Technology LLC, a Delaware limited liability company

Schedule 3

Microsemi Guarantors

Microsemi Corporation, a Delaware corporation

Microsemi Storage Solutions, Inc., a Delaware corporation

Schedule 4

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

Schedule 5

Certain Collateral Requirements

•

The Company shall deliver to the Collateral Agent the share mortgage to be entered into in respect of certain equity interests of Microchip Technology Malta Limited on the date required by the Collateral Documents or such later date permitted by the Administrative Agent, pursuant to the Credit Agreement.

•

The Company shall deliver to the Collateral Agent to the same extent as the same is delivered to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance policies of the Issuer and the Guarantors naming the Collateral Agent as loss payee, and (y) to all general liability and other liability policies of the Issuer and the Guarantors naming the Collateral Agent an additional insured, on the Merger Closing Date or as promptly as practicable thereafter.

ANNEX A

Additional Time of Sale Information

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

ANNEX B

Pricing Term Sheet

Strictly Confidential

Pricing Term Sheet, dated May 23, 2018

to Preliminary Offering Memorandum dated May 21, 2018

Microchip Technology Incorporated

$1,000,000,000 3.922% Senior Secured Notes due 2021

$1,000,000,000 4.333% Senior Secured Notes due 2023

This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated May 21, 2018 (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.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.


	2021 Notes	2023 Notes
Issuer:	Microchip Technology Incorporated	Microchip Technology Incorporated

Security description:	3.922% Senior Secured Notes due 2021	4.333% Senior Secured Notes due 2023

Principal amount:	$1,000,000,000	$1,000,000,000

Gross proceeds:	$1,000,000,000	$1,000,000,000

Maturity:	June 1, 2021	June 1, 2023

Coupon:	3.922%	4.333%

Issue price:	100.000% of face amount	100.000% of face amount

Yield to maturity:	3.922%	4.333%

Spread to Benchmark Treasury:	+125 basis points	+150 basis points

Benchmark Treasury:	UST 2.625% due May 2021	UST 2.750% due April 2023

Benchmark Treasury price and yield:	99-27¾ / 2.672%	99-19¾ / 2.833%

Interest payment dates:	June 1 and December 1, commencing December 1, 2018	June 1 and December 1, commencing December 1, 2018

Record dates:	May 15 and November 15	May 15 and November 15


Optional redemption:	Prior to the maturity date of the 2021 Notes, the Issuer may, at its option, redeem the 2021 Notes, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2021 Notes being redeemed and the “make-whole” amount to the maturity date at a discount rate equal to the Treasury Rate plus 20 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption.	Prior to May 1, 2023 (one month prior to the maturity date of the 2023 Notes), the Issuer may, at its option, redeem the 2023 Notes, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2023 Notes being redeemed and the “make-whole” amount to the maturity date at a discount rate equal to the Treasury Rate plus 25 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. On or after May 1, 2023 (one month prior to the maturity date of the 2023 Notes), the Issuer may, at its option, redeem the 2023 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2023 Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

CUSIP / ISIN:	144A: 595017AJ3 / US595017AJ33	144A: 595017AL8 / US595017AL88
	Reg S: U59332AA1 / USU59332AA14	Reg S: U59332AB9 / USU59332AB96

	Terms Applicable to All Notes

Trade date:	May 23, 2018

Settlement:	T+3; May 29, 2018.

	It is expected that delivery of the notes will be made against payment therefor on or about May 29, 2018, 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 notes any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the 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 notes who wish to trade the notes prior to the second business day before their date of delivery should consult their own advisors.

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 notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the applicable series of Notes repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Special mandatory redemption:	In the event the Merger is not consummated on or prior to June 1, 2019, the Issuer must redeem each series of the notes at 101% of the principal amount of such series of notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Denominations/Multiple:	Denominations of $2,000 and any integral multiples of $1,000 in excess thereof

Ratings*	Baa3/BBB- (stable/stable) (Moody’s/Fitch)

Joint book-running	J.P. Morgan Securities LLC
managers:	Wells Fargo Securities, LLC
	Merrill Lynch, Pierce, Fenner & Smith Incorporated



		HSBC Securities (USA) Inc.
		BMO Capital Markets Corp.

Co-managers:		U.S. Bancorp Investments, Inc.
		SunTrust Robinson Humphrey, Inc.
		MUFG Securities Americas Inc.
		Fifth Third Securities, Inc.
		RBC Capital Markets, LLC
		DBS Bank Ltd.
		Mizuho Securities USA LLC
		BBVA Securities Inc.
		Citizens Capital Markets, Inc.
		BNP Paribas Securities Corp.
		Scotia Capital (USA) 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.

This communication is being distributed in the United States solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act and outside the United States solely to Non-U.S. persons as defined under Regulation S.

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.

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.

(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.

ANNEX D

Form of WSGR Opinion for the Company and the Guarantors

Opinions to be included as set forth below:

Each of the Company, Atmel, Atmel Holdings and MHC 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.

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

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.

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.

The Security Documents have been duly authorized by the Company and the Subsidiary Guarantors.

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, Atmel, Atmel Holdings, MHC, Microchip LLC 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.

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.

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.

10.

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, the Indenture, the Security Documents and the Intercreditor Agreement, fairly summarize such terms and documents in all material respects.

11.

The statements set forth in the Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. Federal Income Tax Considerations,” insofar as they purport to summarize provisions of the United States federal tax laws referred to therein, fairly summarize such laws in all material respects.

12.

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).

Form of WSGR 10b-5 Statement

We have participated in conferences with certain officers and other representatives of the Company, 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 [•], 2018, 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.

Annex E

Form of WSGR Opinion for the Company, the Microchip Guarantors and

the Microsemi Guarantors to be delivered on the Merger Closing Date

Opinions to be included as set forth below:

Each of Company, Atmel, Atmel Holdings, MHC, Microsemi and Microsemi Storage is a corporation duly incorporated and validly existing under the laws of the State of Delaware and is in good standing under such laws. 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.

The Guarantees of the Microsemi Guarantors have been duly authorized by each of the applicable Microsemi Guarantors and when executed by each Microsemi Guarantor, will constitute valid and legally binding obligations of the Company and each Microsemi Guarantor, enforceable against each Microsemi Guarantor in accordance with its respective terms.

The Intercreditor Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor and constitutes valid and legally binding obligations, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms.

The Security Documents have been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor that is a party thereto and constitute valid and legally binding obligations, enforceable against the Company and each Subsidiary Guarantor party thereto in accordance with their respective terms.

None of the execution, delivery and performance of the Security Documents, the Intercreditor Agreement or the Microsemi 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, Atmel, Atmel Holdings, MHC, Microchip LLC,. SST LLC, Microsemi or Microsemi Storage 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.

No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance of the Microsemi Guarantees or the consummation by the Company of the transactions contemplated by the Security Documents or the Intercreditor Agreement, except as contemplated by the Operative Documents 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.

The Security Agreement is sufficient to create a valid security interest in favor of the Securities Collateral Agent in the collateral described therein to the extent a security interest in such collateral may be created under Article 9 of the New York UCC.

If a financing statement in the form of each Delaware Financing Statement is communicated to the Delaware Secretary of State by an authorized method of communication and an amount equal to the applicable filing fee is tendered to such filing office, such filing office will have an obligation to accept such financing statement. Upon acceptance of a Delaware Financing Statement by such filing office, the security interests in the collateral described in such Delaware Financing Statement and the Security Agreement, and for which perfection under Article 9 of the Delaware UCC may occur by the filing of a UCC-1 financing statement with the Delaware Secretary of State, will be perfected.

If a financing statement in the form of the California Financing Statement is communicated to the California Secretary of State by an authorized method of communication and an amount equal to the applicable filing fee is tendered to such filing office, such filing office will have an obligation to accept such financing statement. Upon acceptance of the California Financing Statement by such filing office, the security interest in the collateral described in both the California Financing Statement and the Security Agreement, and for which perfection under Division 9 of the California UCC may occur by the filing of a UCC-1 financing statement with the California Secretary of State, will be perfected.

10.

Upon the Administrative Agent taking possession of the stock certificates identified on Exhibit D (collectively, the “Certificates”) in the State of New York, the security interest in the Certificates will be perfected.

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EXHIBIT A

Form of Joinder to the Purchase Agreement

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the

several Initial Purchasers listed

in Schedule 1 of the Purchase Agreement

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Wells Fargo Securities, LLC

375 Park Avenue

4th Floor

New York, New York 10152

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated May 23, 2018, among Microchip Technology Incorporated, a Delaware corporation (the “Company”), the Guarantors party thereto, and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, together as representatives (the “Representatives”) of the several initial purchasers listed on Schedule 1 thereto (collectively, the “Initial Purchasers”), concerning the purchase of the Securities (as defined in the Purchase Agreement) from the Company by the several Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

Microsemi Corporation and each of the other undersigned guarantors (collectively, the “Microsemi Guarantors”) agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement and for other good and valuable consideration and is being executed concurrently with the consummation of the Merger on the Merger Closing Date.

1. Joinder. Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Purchase Agreement and all other documents it deems fit in order to enter into this letter agreement, and acknowledges and agrees (i) to join and become a party to the Purchase Agreement as indicated by its signature below, (ii) to be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to Microsemi, the Microsemi Guarantors and the Guarantors, as applicable, in the Purchase Agreement as if made by, and with respect to, the undersigned in accordance with the terms of the Purchase Agreement and (iii) to perform all obligations and duties required of Microsemi, the Microsemi Guarantors and the Guarantors, as applicable, pursuant to the Purchase Agreement and that it has complied with all covenants as of the date hereof.

2. Representations, Warranties and Agreements of the Microsemi Guarantors. Each of the undersigned hereby represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof that:

(a) each of the undersigned has the requisite organizational power to execute and deliver this letter agreement and all action required to be taken by each of them for the due and proper authorization, execution, delivery and performance of this Joinder to the Purchase Agreement and the consummation of the transactions contemplated hereby has been duly and validly taken; this Joinder to the Purchase Agreement has been duly authorized, executed and delivered by each of the undersigned and constitutes a valid and legally binding agreement of each of the undersigned enforceable against each of the undersigned in accordance with its terms; and

(b) the representations, warranties and agreements of, and with respect to, Microsemi, the Microsemi Guarantors and the Guarantors, as applicable, set forth in the Purchase Agreement are true and correct as of the date hereof.

3. GOVERNING LAW. THIS JOINDER TO THE PURCHASE AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER TO THE PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4. Counterparts. This Joinder to the Purchase 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.

5. Amendments or Waivers. No amendment or waiver of any provision of this Joinder to the Purchase 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.

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6. 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 Joinder to the Purchase Agreement.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement between the Microsemi Guarantors party hereto and the several Initial Purchasers in accordance with its terms.

Date: , 2018


MICROSEMI CORPORATION

By:
		Name:
		Title:

Each of the subsidiaries of Microsemi Corporation set forth on Annex 1 hereto

By:
		Name:
		Title:

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Annex to Joinder to the Purchase Agreement

Guarantors That Are Subsidiaries of Microsemi Corporation