424B3

424B3 1 d138673d424b3.htm 424B3 424B3

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-294149

Prospectus Supplement No. 2

(To Prospectus dated March 18, 2026)

WOLFSPEED, INC.

LOGO

This prospectus supplement updates, amends and supplements the prospectus dated March 18, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-294149). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our shares of Common Stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “WOLF.” On March 25, 2026, the closing sale price of our Common Stock was $18.50 per share.

Investing in shares of our Common Stock involves a high degree of risk. You should carefully review the risks and uncertainties that are described in the “Risk Factors” section beginning on page 6 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus or in the documents incorporated by reference into the Prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 26, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 26, 2026

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40863

56-1572719

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.00125 par value

WOLF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Indenture and Notes

On March 26, 2026, Wolfspeed, Inc. (the “Company”) issued $379,000,000 aggregate principal amount of its 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”) in a private placement (the “Notes Placement”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas LLC (“Wolfspeed Texas”), as subsidiary guarantor (in such capacity, the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

The Notes are guaranteed on a senior basis by the Guarantor, and the Notes and the related guarantee by the Guarantor are senior, secured obligations of the Company and the Guarantor, secured by substantially all assets of the Company and the Guarantor (the “Collateral”). The Notes and related guarantee are effectively subordinated to all secured indebtedness of the Company and the Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the Notes (including obligations under the Company’s existing Senior Secured Notes due 2030 (the “Senior Notes”)) and are effectively senior to all indebtedness of the Company and the Guarantor that is not secured by a lien on the Collateral, or that is secured by a lien ranking junior to the lien on the Collateral securing the Notes (including the Company’s existing 2.5% Convertible Second Lien Senior Secured Notes due 2031 and 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031).

The Notes bear cash interest at a rate of 3.5% per year. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The Notes mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

Noteholders have the right to convert their Notes at any time at their election (subject to certain limitations) until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the Notes is 49.6623 shares of the Company’s common stock, par value $0.00125 per share (the “Common Stock”), per $1,000 principal amount of the Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Common Stock, which represents a conversion premium of approximately 20.0% over the last reported sale price of $16.78 per share of Common Stock on the New York Stock Exchange on March 18, 2026), and is subject to customary anti-dilution adjustments. Conversions of the Notes will be settled in cash, shares of Common Stock or a combination thereof, at the Company’s election.

If a “Fundamental Change” (as defined in the Indenture) occurs, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. The definition of “Fundamental Change” includes certain business combination transactions involving the Company and certain de-listing events with respect to the Common Stock.

The Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after March 20, 2028, and on or before the 35th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Common Stock exceeds 175% of the conversion price for a certain period of time if the redemption date occurs on or before March 19, 2029 and 130% of the conversion price for a certain period of time if the redemption occurs on or after March 20, 2029, in each case subject to the satisfaction of certain conditions. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture, and the form of the certificate representing the Notes, are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

1L Supplemental Indenture

In connection with the Company’s entrance into the Indenture and the issuance of the Notes, the Company entered into that certain First Supplemental Indenture (the “1L Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed

Texas, as subsidiary guarantor (in such capacity, the “1L Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “1L Indenture Agent”) to amend and waive certain provisions of that certain Indenture, dated as of September 29, 2025, by and among the Company, the 1L Guarantor and the 1L Indenture Agent governing the Senior Notes (the “1L Indenture”) and to permit the Company and the 1L Guarantor to enter into the Indenture and the Company to issue the Notes.

The above description of the 1L Supplemental Indenture is a summary and is not complete. A copy of the 1L Supplemental Indenture is filed as Exhibit 4.3 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the 1L Supplemental Indenture set forth in such exhibit.

2L Supplemental Indentures

In connection with the Company’s entrance into the Indenture and the issuance of the Notes, the Company entered into that certain First Supplemental Indenture (the “2L Non-Renesas Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “2L Non-Renesas Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “2L Non-Renesas Agent”) to supplement and amend certain covenants of the Company under that certain Indenture, dated as of September 29, 2025, by and among the Company, the 2L Non-Renesas Guarantor and the 2L Non-Renesas Agent governing the Company’s outstanding 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the “2L Non-Renesas Indenture”).

In addition, the Company entered into that certain First Supplemental Indenture (the “2L Renesas Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “2L Renesas Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “2L Renesas Agent”) to supplement and amend certain covenants of the Company under that certain Indenture, dated as of September 29, 2025, by and among the Company, the 2L Renesas Guarantor and the 2L Renesas Agent governing the Company’s outstanding 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the “2L Renesas Indenture”) initially issued to Renesas Electronics America Inc. on September 29, 2025.

In addition, the Company entered into that certain First Supplemental Indenture (the “Toggle Notes 2L Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “Toggle Notes 2L Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “Toggle Notes 2L Agent”) to supplement and amend certain covenants of the Company under that certain Indenture, dated as of September 29, 2025, by and among the Company, the Toggle Notes 2L Guarantor and the Toggle Notes 2L Agent governing the Company’s outstanding 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (the “2L Toggle Indenture” and together with the 2L Non-Renesas Indenture and the 2L Renesas Indenture, the “2L Indentures”).

The above description of the 2L Non-Renesas Supplemental Indenture, 2L Renesas Supplemental Indenture and Toggle Notes 2L Supplemental Indenture is a summary and is not complete. Copies of the 2L Non-Renesas Supplemental Indenture, 2L Renesas Supplemental Indenture and Toggle Notes 2L Supplemental Indenture are filed as Exhibits 4.4, 4.5 and 4.6, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the 2L Non-Renesas Supplemental Indenture, 2L Renesas Supplemental Indenture and Toggle Notes 2L Supplemental Indenture set forth in such exhibits.

Intercreditor Agreement

In connection with the Company’s entrance into the Indenture, the Company, the trustees and the collateral agents under the Indenture and the 1L Indenture entered into a First Lien/1.5 Lien Intercreditor Agreement (the “Intercreditor Agreement”), dated as of March 26, 2026, which sets forth the respective rights on the shared collateral between the noteholders under the Notes, on the one hand, and the noteholders under the Senior Notes, on the other hand. Additionally, the Company, the Trustee and the Collateral Agent entered into that certain Joinder Agreement, dated as of March 26, 2026, pursuant to which the Trustee and the Collateral Agent joined the existing First Lien/Second Lien Intercreditor Agreement, dated as of September 29, 2025, which sets forth the respective rights on the shared collateral between the noteholders under the 1L Indenture, as first lien creditors, on the one hand, and the noteholders under the 2L Indenture, as second lien creditors, on the other hand.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information regarding the Notes Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Interests.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Notes Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed on March 19, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors in connection with a private placement offering (such private placement, together with the Notes Placement, the “Private Placements”) of shares of Common Stock and pre-funded warrants to purchase Common Stock. On March 26, 2026, pursuant to the terms of the Securities Purchase Agreement, the Company issued and sold an aggregate of 3,250,030 shares of Common Stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants” and, together with the Shares and the Notes, the “Securities”) to purchase up to 2,000,000 shares of Common Stock. The price per Share was $18.458, and the price per Pre-Funded Warrant was $18.448, for aggregate gross proceeds of approximately $96.9 million.

The Pre-Funded Warrants have an exercise price of $0.01 per underlying share of Common Stock, exercisable at any time until each is fully exercised, and will not expire until each is fully exercised, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, as well as upon certain distributions of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise of) such Pre-Funded Warrant if, upon giving effect to such exercise, such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 9.99% of the total number of the then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Pre-Funded Warrant; provided that the Pre-Funded Warrant holder may decrease (and later increase) such percentage to a percentage not in excess of 9.99% effective on or after the 61st day after notice of such increase or decrease is delivered to the Company. The above description of the Pre-Funded Warrants is a summary and is not complete. A form of the Pre-Funded Warrant is filed as Exhibit 4.7 to this Current Report on Form 8-K, and the foregoing summary is qualified by reference to the terms of the Pre-Funded Warrant set forth in such exhibit.

The offer and sale of the Securities and the shares of Common Stock underlying the Pre-Funded Warrants and the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the Securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Any shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants will be issued in reliance upon Section 4(a)(2) or Section 3(a)(9) of the Securities Act, and any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act. Initially, a maximum of 22,586,391 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 59.5947 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

Concurrent Optional Redemption of Senior Notes

On March 26, 2026, the Company used all of the aggregate gross proceeds from the Private Placements to redeem approximately $475.9 million of the outstanding Senior Notes. In connection with such redemption and in accordance with the terms of the Senior Notes and the 1L Indenture, the Company concurrently made a cash payment of approximately $48.5 million, consisting of a make-whole premium of approximately $47.0 million and accrued and unpaid interest of approximately $1.5 million, using cash on hand.

Press Release

On March 26, 2026, the Company issued a press release announcing the closing of the Private Placements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The documents and other information available via the Company’s website are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein. The Company also announced that, as of March 26, 2026, the Company maintained a balance of cash, cash equivalents and short-term investments of approximately $1.0 billion.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Securities or the shares of Common Stock, if any, issuable upon exercise of the Pre-Funded Warrants or the conversion of the Notes.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description of Exhibit

4.1*		Indenture, dated as of March 26, 2026, by and among Wolfspeed, Inc., the Subsidiary Guarantor party thereto from time to time and U.S. Bank Trust Company, National Association

4.2		Form of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1).

4.3		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association

4.4		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association

4.5		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association

4.6		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association

4.7^		Form of Pre-Funded Warrant

99.1		Press Release, dated March 26, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The registrant undertakes to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request.

^	Incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 19, 2026 (File No. 001-40863).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WOLFSPEED, INC.

By:		/s/ Melissa Garrett
		Melissa Garrett Senior Vice President and General Counsel

Date: March 26, 2026

Exhibit 4.1

AGREED FORM

WOLFSPEED, INC.

as Issuer

THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Subsidiary Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

INDENTURE

Dated as of March 26, 2026

3.5% Convertible 1.5 Lien Senior Secured Notes due 2031

THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS (AS DEFINED HEREIN).

TABLE OF CONTENTS


		Page

Article 1. DEFINITIONS; RULES OF CONSTRUCTION			1
SECTION 1.01.	DEFINITIONS		1
SECTION 1.02.	OTHER DEFINITIONS		46
SECTION 1.03.	RULES OF CONSTRUCTION		48
SECTION 1.04.	[RESERVED]		49
SECTION 1.05.	LIMITED CONDITION TRANSACTIONS		49

Article 2. THE NOTES			50

SECTION 2.01.	FORM, DATING AND DENOMINATIONS		50
SECTION 2.02.	EXECUTION, AUTHENTICATION AND DELIVERY		51
SECTION 2.03.	INITIAL NOTES AND ADDITIONAL NOTES		52
SECTION 2.04.	METHOD OF PAYMENT		52
SECTION 2.05.	ACCRUAL OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY		52
SECTION 2.06.	REGISTRAR, PAYING AGENT AND CONVERSION AGENT		54
SECTION 2.07.	PAYING AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST		54
SECTION 2.08.	HOLDER LISTS		55
SECTION 2.09.	LEGENDS		55
SECTION 2.10.	TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS		56
SECTION 2.11.	EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION		60
SECTION 2.12.	REMOVAL OF TRANSFER RESTRICTIONS		61
SECTION 2.13.	REPLACEMENT NOTES		61
SECTION 2.14.	REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES		62
SECTION 2.15.	CANCELLATION		62
SECTION 2.16.	NOTES HELD BY THE ISSUER OR ITS AFFILIATES		62
SECTION 2.17.	TEMPORARY NOTES		62
SECTION 2.18.	OUTSTANDING NOTES		63
SECTION 2.19.	REPURCHASES BY THE ISSUER		64
SECTION 2.20.	CUSIP AND ISIN NUMBERS		64
SECTION 2.21.	[RESERVED]		64

Article 3. COVENANTS			64

SECTION 3.01.	[RESERVED]		64
SECTION 3.02.	PAYMENT ON NOTES		64
SECTION 3.03.	EXCHANGE ACT REPORTS.		65
SECTION 3.04.	RULE 144A INFORMATION		65
SECTION 3.05.	ADDITIONAL INTEREST		65

- i -


SECTION 3.06.	[RESERVED]	68
SECTION 3.07.	COMPLIANCE AND DEFAULT CERTIFICATES	68
SECTION 3.08.	STAY, EXTENSION AND USURY LAWS	68
SECTION 3.09.	CORPORATE EXISTENCE	68
SECTION 3.10.	[RESERVED]	68
SECTION 3.11.	FURTHER INSTRUMENTS AND ACTS	68
SECTION 3.12.	INDEBTEDNESS	69
SECTION 3.13.	LIENS	77
SECTION 3.14.	SALE AND LEASE-BACK TRANSACTIONS	77
SECTION 3.15.	RESTRICTED PAYMENTS	78
SECTION 3.16.	ASSET DISPOSITIONS	81
SECTION 3.17.	DISPOSITION OF MATERIAL IP	84
SECTION 3.18.	TRANSACTIONS WITH AFFILIATES	84
SECTION 3.19.	[RESERVED]	86
SECTION 3.20.	DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES	86
SECTION 3.21.	FURTHER ASSURANCES; ADDITIONAL SECURITY	88
SECTION 3.22.	POST-CLOSING	92

Article 4. REPURCHASE AND REDEMPTION		92

SECTION 4.01.	NO SINKING FUND	92
SECTION 4.02.	RIGHT OF HOLDERS TO REQUIRE THE ISSUER TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE	92
SECTION 4.03.	RIGHT OF THE ISSUER TO REDEEM THE NOTES	97

Article 5. CONVERSION		100

SECTION 5.01.	RIGHT TO CONVERT	100
SECTION 5.02.	CONVERSION PROCEDURES	101
SECTION 5.03.	SETTLEMENT UPON CONVERSION	102
SECTION 5.04.	RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION	106
SECTION 5.05.	ADJUSTMENTS TO THE CONVERSION RATE	107
SECTION 5.06.	VOLUNTARY ADJUSTMENTS	117
SECTION 5.07.	ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE EVENT	118
SECTION 5.08.	EXCHANGE IN LIEU OF CONVERSION	120
SECTION 5.09.	EFFECT OF COMMON STOCK CHANGE EVENT	121
SECTION 5.10.	BENEFICIAL OWNERSHIP LIMITATIONS	123
SECTION 5.11.	RESPONSIBILITY OF TRUSTEE AND CONVERSION AGENT	125

Article 6. SUCCESSORS		125

SECTION 6.01.	WHEN THE ISSUER AND SUBSIDIARY GUARANTORS MAY MERGE, ETC.	125
SECTION 6.02.	SUCCESSOR ENTITY SUBSTITUTED	127

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Article 7. DEFAULTS AND REMEDIES		127

SECTION 7.01.	EVENTS OF DEFAULT	127
SECTION 7.02.	ACCELERATION	130
SECTION 7.03.	SOLE REMEDY FOR A FAILURE TO REPORT	131
SECTION 7.04.	OTHER REMEDIES	131
SECTION 7.05.	WAIVER OF PAST DEFAULTS	132
SECTION 7.06.	[RESERVED]	132
SECTION 7.07.	CONTROL BY MAJORITY	132
SECTION 7.08.	LIMITATION ON SUITS	132
SECTION 7.09.	ABSOLUTE RIGHT OF HOLDERS TO INSTITUTE SUIT FOR THE ENFORCEMENT OF THE RIGHT TO RECEIVE PAYMENT AND CONVERSION	133
SECTION 7.10.	COLLECTION BY TRUSTEE	133
SECTION 7.11.	[RESERVED]	133
SECTION 7.12.	TRUSTEE MAY FILE PROOFS OF CLAIM	133
SECTION 7.13.	[RESERVED]	134
SECTION 7.14.	SUMS RECEIVED BY DEBTORS AND THIRD-PARTY SECURITY PROVIDERS	134
SECTION 7.15.	PRIORITIES	134
SECTION 7.16.	UNDERTAKING FOR COSTS	135
SECTION 7.17.	COLLATERAL AGENT EXPENSE REIMBURSEMENT	136

Article 8. AMENDMENTS, SUPPLEMENTS AND WAIVERS		136

SECTION 8.01.	WITHOUT THE CONSENT OF HOLDERS	136
SECTION 8.02.	WITH THE CONSENT OF HOLDERS	138
SECTION 8.03.	[RESERVED]	139
SECTION 8.04.	NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS	139
SECTION 8.05.	REVOCATION, EFFECT AND SOLICITATION OF CONSENTS; SPECIAL RECORD DATES; ETC	139
SECTION 8.06.	NOTATIONS AND EXCHANGES	140
SECTION 8.07.	TRUSTEE AND COLLATERAL AGENT TO EXECUTE SUPPLEMENTAL INDENTURES	140

Article 9. SATISFACTION AND DISCHARGE; DEFEASANCE		141

SECTION 9.01.	TERMINATION OF ISSUER’S OBLIGATIONS	141
SECTION 9.02.	APPLICATION OF TRUST MONEY	143
SECTION 9.03.	REPAYMENT TO ISSUER	143
SECTION 9.04.	REINSTATEMENT	144

Article 10. TRUSTEE		144

SECTION 10.01.	DUTIES OF THE TRUSTEE	144
SECTION 10.02.	RIGHTS OF THE TRUSTEE	145
SECTION 10.03.	INDIVIDUAL RIGHTS OF THE TRUSTEE	147
SECTION 10.04.	TRUSTEE’S DISCLAIMER	147
SECTION 10.05.	NOTICE OF DEFAULTS	147
SECTION 10.06.	COMPENSATION AND INDEMNITY	147
SECTION 10.07.	REPLACEMENT OF THE TRUSTEE	148
SECTION 10.08.	SUCCESSOR TRUSTEE BY MERGER, ETC.	149

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SECTION 10.09.	ELIGIBILITY; DISQUALIFICATION	149
SECTION 10.10.	[RESERVED]	150

Article 11. COLLATERAL AND SECURITY		150

SECTION 11.01.	COLLATERAL AGENT	150
SECTION 11.02.	DELEGATION OF DUTIES	157
SECTION 11.03.	SECURITY DOCUMENTS	158
SECTION 11.04.	AUTHORIZATION OF ACTIONS TO BE TAKEN	158
SECTION 11.05.	RELEASE OR SUBORDINATION OF LIENS	160
SECTION 11.06.	POWERS EXERCISABLE BY RECEIVER OR TRUSTEE	161
SECTION 11.07.	RELEASE UPON TERMINATION OF THE ISSUER’S OBLIGATIONS	162
SECTION 11.08.	RIGHT TO REALIZE ON COLLATERAL AND ENFORCE GUARANTEES	162
SECTION 11.09.	PARALLEL DEBT (COVENANT TO PAY THE COLLATERAL AGENT)	163

Article 12. GUARANTEES		164

SECTION 12.01.	SUBSIDIARY GUARANTEES	164
SECTION 12.02.	EXECUTION AND DELIVERY	166
SECTION 12.03.	[RESERVED]	166
SECTION 12.04.	RELEASES OF SUBSIDIARY GUARANTEES	166
SECTION 12.05.	INSTRUMENT FOR THE PAYMENT OF MONEY	168
SECTION 12.06.	LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY	168
SECTION 12.07.	“TRUSTEE” TO INCLUDE PAYING AGENT	168

Article 13. MISCELLANEOUS		168

SECTION 13.01.	NOTICES	168
SECTION 13.02.	DELIVERY OF OFFICER’S CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT	170
SECTION 13.03.	STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL	171
SECTION 13.04.	RULES BY THE TRUSTEE, THE REGISTRAR AND THE PAYING AGENT	171
SECTION 13.05.	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS	172
SECTION 13.06.	GOVERNING LAW; WAIVER OF JURY TRIAL	172
SECTION 13.07.	SUBMISSION TO JURISDICTION	172
SECTION 13.08.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	172
SECTION 13.09.	SUCCESSORS	173
SECTION 13.10.	FORCE MAJEURE	173
SECTION 13.11.	U.S.A	173
SECTION 13.12.	CALCULATIONS	173
SECTION 13.13.	SEVERABILITY	174
SECTION 13.14.	COUNTERPARTS	174
SECTION 13.15.	TABLE OF CONTENTS, HEADINGS, ETC	174
SECTION 13.16.	WITHHOLDING TAXES	174

Article 14. INTERCREDITOR ARRANGEMENTS		175

SECTION 14.01.	INTERCREDITOR AGREEMENTS	175
SECTION 14.02.	ADDITIONAL INTERCREDITOR AGREEMENTS	175

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Exhibits

Exhibit A: Form of Note			A-1

Exhibit B-1: Form of Restricted Note Legend			B1-1

Exhibit B-2: Form of Global Note Legend			B2-1

Exhibit B-3: Form of Non-Affiliate Legend			B3-1

Exhibit C: Form of Supplemental Indenture			C-1

Exhibit D: Agreed Security Principles			D-1


Schedules

Schedule 1.01(A)			Certain Excluded Equity Interests

Schedule 1.01(C)			Immaterial Subsidiaries

Schedule 1.01(D)			Investments

Schedule 1.01(E)			Liens

Schedule 3.12(B)			Existing Indebtedness

Schedule 3.18			Existing Affiliate Transactions

Schedule 3.22			Post-Closing Actions

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INDENTURE, dated as of March 26, 2026, among Wolfspeed, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined below) party hereto from time to time and U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as the trustee hereunder (the “Trustee”) and as the collateral agent (the “Collateral Agent”) hereunder.

RECITALS

WHEREAS, (a) all acts and things necessary to make (i) the 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”), when executed by the Issuer and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as provided in this Indenture, the valid, binding and legal obligations of the Issuer; (ii) the Guarantees of the Subsidiary Guarantors hereunder the valid, binding and legal obligations of the Subsidiary Guarantors; and (iii) this Indenture a valid agreement of the Issuer and the Subsidiary Guarantors, according to its terms, have been done and performed, and (b) the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises set forth herein, the Issuer and the Subsidiary Guarantors covenant and agree with the Trustee and Collateral Agent for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

Article 1. DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01. DEFINITIONS.

“1.5-Priority Obligations” shall have the meaning set forth in the First-Lien/1.5-Lien Intercreditor Agreement.

“Account Control Agreement” means (a) with respect to any Deposit Account or Securities Account held or located in the United States, a customary account control agreement which provides for the Collateral Agent to have “control” (as defined in Section 9-104 of the Uniform Commercial Code or Section 8-106 of the Uniform Commercial Code, as applicable) of Deposit Accounts or Securities Accounts, as applicable and (b) with respect to any other Deposit Account or Securities Account, such agreement as is necessary to obtain a perfected security interest under the laws of the applicable jurisdiction over such Deposit Account or Securities Account and which provides for the Collateral Agent to have the equivalent of “control” (as defined in Section 9-104 of the Uniform Commercial Code or Section 8-106 of the Uniform Commercial Code, as applicable) (to the extent such equivalent concept exists under the laws of the jurisdiction where such Deposit Account or Securities Account, as applicable, is held or located) of such Deposit Accounts or Securities Accounts, as applicable.

“Acquired Indebtedness” means, with respect to any specific Person: (a)(i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person or any Subsidiary of such Person; and (b) Permitted Refinancing Indebtedness or Specified Permitted Refinancing Indebtedness, as applicable, in respect of the foregoing.

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“Additional Indebtedness Cap” shall have the meaning set forth in Section 3.12(B)(xxx).

“Additional Interest” means any interest that accrues on any Note pursuant to Section 3.05.

“Affiliate” means, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agreed Security Principles” means the principles set forth in Exhibit D.

“Asset Disposition” means: (i) any sale, lease, conveyance or other Disposition (in one transaction or in a series of related transactions) by the Issuer or any Subsidiary of all or any part of its assets, whether now owned or hereafter acquired (including by way of a Sale and Lease-Back Transaction, or by operation of law) (provided that the sale, lease, conveyance or other Disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, shall not be an “Asset Disposition” but instead shall be governed by Section 6.01) or (ii) the issuance or sale of Equity Interests of any Subsidiary of the Issuer, or the sale by the Issuer or any of its Subsidiaries of Equity Interests in any Subsidiary of the Issuer, in each case, in one transaction or in a series of related transactions (in each case, other than directors’ qualifying shares and shares to be held by third parties to meet applicable legal requirements); provided that the term “Asset Disposition” shall not include any of the following:

(A) (i) the Disposition of inventory in the ordinary course of business by the Issuer or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Issuer or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Issuer), (iii) the Disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Issuer or any Subsidiary, (iv) the Disposition of tools, equipment and similar property in exchange for, or the proceeds of the Disposition of which will be applied towards the purchase price of, new or replacement tools, equipment or similar property or (v) the Disposition of Cash Equivalents in the ordinary course of business;

(B) the Specified IP Disposition; provided that the net proceeds in respect thereof are applied in accordance with the First Lien Notes Indenture as in effect on the Issue Date;

(C) Dispositions (i) to the Issuer or a Subsidiary Guarantor (upon voluntary liquidation or otherwise), (ii) [Reserved] or (iii) by any Subsidiary that is not a Note Party to the Issuer or any Subsidiary;

(D) so long as no Event of Default exists or would result therefrom, Sale and Lease-Back Transactions permitted by Section 3.14; provided that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, such Capitalized Lease Obligation is permitted by Section 3.12 and any Lien made the subject of such Capitalized Lease Obligation is permitted by Section 3.13;

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(E) any Restricted Payments permitted by Section 3.15 and any Permitted Investments;

(F) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;

(G) other Dispositions of assets to a person that is not an Affiliate of any Note Party; provided that (i) at the time of the execution of the definitive documentation for such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the requirements of Section 3.16(A) shall apply to such Disposition and (iii) the Net Proceeds thereof, if any, are applied in accordance with Section 3.16(B);

(H) [Reserved];

(I) leases or subleases or licenses or sublicenses of any real or personal property (including licenses of Intellectual Property) in the ordinary course of business and consistent with past practice or industry practices;

(J) Dispositions or abandonment of Intellectual Property of the Issuer and its Subsidiaries determined in good faith by the management of the Issuer to be no longer useful or necessary in the operation of the business of the Issuer or any of the Subsidiaries;

(K) commencing with the Issuer’s fiscal year ending June 30, 2027, other Dispositions for fair market value as determined in good faith by the Issuer (acting in its reasonable discretion) with an aggregate value per fiscal year not in excess of the greater of (x) $12,000,000 and (y) 6.0% of EBITDA for the Test Period then most recently ended; provided that this clause (K) may not be used in combination with any other clause of this definition of “Asset Disposition” in connection with any Disposition (or portion thereof) or series of related Dispositions (or portion thereof);

(L) dedications or dispositions of roads constituting Real Property, or the granting of easements, rights of way, rights of access and/or similar rights in Real Property, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project that, would not reasonably be expected to interfere in any material respect with the operations of the Issuer and its Subsidiaries; provided that upon request by the Issuer accompanied by the documents required by Section 11.05, the Collateral Agent shall (i) release its Mortgage on the portions of such Real Property dedicated or disposed of or (ii) subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement, in each case, in such form as is reasonably satisfactory to Collateral Agent and the Issuer;

(M) [Reserved]; and

(N) to the extent constituting an Asset Disposition, any termination, settlement or extinguishment of Hedging Agreements or other contractual obligations.

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For purposes of determining compliance with Section 3.16 or the definition of “Asset Disposition”, other than with respect to clause (K) of the definition of “Asset Disposition”, a Disposition need not be permitted solely by reference to one category of permitted Dispositions (or portion thereof) described in the above clauses but may be permitted in part under any combination thereof.

“Authorized Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of $1,000.00 in excess thereof.

“Bankruptcy Law” means Title 11 of the United States Code or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Bankruptcy Plan” means the Joint Prepackaged Chapter 11 Plan of Reorganization of the Issuer and its debtor affiliate (Docket No. 8), dated June 27, 2025 (as the same may be amended, modified or restated from time to time, and together with all appendices, exhibits and supplements thereto).

“Board of Directors” means the board of directors of the Issuer or a committee of such board duly authorized to act on behalf of such board.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City (and in respect of payments, the place of payment) are authorized or required by law to remain closed.

“Capital Expenditures” means, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease or finance lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of the Issuer or its Subsidiaries, either existing on the Issue Date or created thereafter that (a) initially were not included on the consolidated balance sheet of the Issuer as capital lease or finance lease obligations and were subsequently recharacterized as capital lease or finance lease obligations or, in the case of a special purpose or other entity becoming consolidated with the Issuer and its Subsidiaries were required to be characterized as capital lease or finance obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue Date and were required to be characterized as capital lease or finance lease obligations but would not have been required to be treated as capital lease or finance lease obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness.

“Cash Equivalents” shall mean:

(A) direct obligations of the United States of America, the United Kingdom or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America, the United Kingdom or any member of the European Union or any agency thereof, in each case with maturities not exceeding one year from the date of acquisition thereof;

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(B) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank, trust company or other financial institution that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, having capital, surplus and undivided profits in excess of $500,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(C) repurchase obligations with a term of not more than 185 days for underlying securities of the types described in clause (A) above entered into with a bank meeting the qualifications described in clause (B) above;

(D) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P or F1 or higher by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(E) securities with maturities of six months or less from the date of acquisition, issued and fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s or A by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(F) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (A) through (E) above;

(G) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody’s or AAA by Fitch and (iii) have portfolio assets of at least $500,000,000;

(H) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 0.5% of Consolidated Total Assets;

(I) any Investments permitted by the Issuer’s investment policy (other than any Investment permitted by Section IX thereof), as in effect on the Issue Date; and

(J) instruments equivalent to those referred to in clauses (A) through (I)(H) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by any Note Party or any Subsidiary, in each case, organized in such jurisdiction.

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“Cash Management Agreement” means any agreement to provide to the Issuer or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Casualty Event” means any event that gives rise to the receipt by the Issuer or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, assets or property (including any improvements thereon) to replace or repair such equipment, assets or property or as compensation for such casualty or condemnation event.

“Chapter 11 Cases” means the voluntary cases of the Issuer and its wholly owned subsidiary, Wolfspeed Texas LLC, commenced on June 30, 2025 and jointly administered under the caption In re Wolfspeed, Inc., et al., Case No. 25-90163 (CML), under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division).

“CHIPS Act” means Title XCIX — Creating Helpful Incentives to Produce Semiconductors for America of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 (Pub. L. 116-283), as amended by the CHIPS Act of 2022 (Division A of Pub. L. 117-167).

“CHIPS Program Office” means United States Department of Commerce, CHIPS Program Office.

“Close of Business” means 5:00 p.m., New York City time.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“Collateral” means all the “Collateral” (or similar term) as defined in any Security Document and shall also include the Mortgaged Properties, and all other property that is subject to any Lien in favor of the Trustee, the Collateral Agent or any Subagent for the benefit of the Secured Parties pursuant to any Security Document.

“Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as collateral agent, together with its successors and permitted assigns in such capacity.

“Collateral Agreement” means the Collateral Agreement, dated as of the Issue Date, and as may be amended, restated, supplemented or otherwise modified from time to time, among the Issuer, each Domestic Subsidiary Guarantor and the Collateral Agent.

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“Collateral and Guarantee Requirement” means the requirement that (in each case subject to the Agreed Security Principles, Sections 3.21(A)(iii), (iv) and (vii), Section 3.22 and any applicable Intercreditor Agreement):

(A) on the Issue Date, (x) the Collateral Agent shall have received from the Issuer and each Domestic Subsidiary Guarantor an executed counterpart to the Collateral Agreement and each other Security Documents required to be executed by the Issuer and each Domestic Subsidiary Guarantor pursuant to the Collateral Agreement on the Issue Date in order to secure the Note Obligations thereunder and (y) the Trustee shall have received from each Subsidiary Guarantor, an executed counterpart to this Indenture, in each case duly executed and delivered on behalf of such person;

(B) on the Issue Date, (i)(x) all outstanding Equity Interests directly owned by the Issuer or any Domestic Subsidiary Guarantor, in each case, other than Excluded Securities, and (y) all Indebtedness owing to the Issuer or any Domestic Subsidiary Guarantor, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement and (ii) the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests and such notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or other instruments of transfer with respect thereto endorsed in blank;

(C) in the case of any person that becomes a Subsidiary Guarantor after the Issue Date, the Collateral Agent or the Trustee, as applicable, shall have received (i) a supplemental indenture to this Indenture substantially in the form of Exhibit C, duly executed and delivered by such Subsidiary Guarantor, (ii) in the case of a Domestic Subsidiary Guarantor, a supplement to the Collateral Agreement and supplements to the other Security Documents, if applicable, substantially in the form specified therefor, in each case, duly executed and delivered on behalf of such Domestic Subsidiary Guarantor and (iii) in the case of a Foreign Subsidiary Guarantor, such other Security Documents governed by the law of any Foreign Collateral Jurisdiction as are necessary for the grant of a perfected security interest in the Equity Interests of, and assets of, such Subsidiary Guarantor, which shall include, among other things, security over substantially all assets in any jurisdiction where all-asset/floating security is customary, duly executed and delivered on behalf of such Foreign Subsidiary Guarantor;

(D) after the Issue Date, (i) (x) all outstanding Equity Interests of any person that becomes a Subsidiary Guarantor after the Issue Date and (y) subject to Section 3.21(A)(vii), all Equity Interests directly acquired by the Issuer or a Subsidiary Guarantor after the Issue Date, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement or other applicable Security Documents, and (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(E) on the Issue Date, except as otherwise contemplated by Section 3.22, all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office (including any Notice of Grant of Security Interest in Intellectual Property), and all other actions reasonably necessary (including those required by applicable Requirements of Law) to be delivered, filed,

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registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded concurrently with, or promptly following, the execution and delivery of each such Security Document;

(F) subject to Section 3.21(A)(vii), within the time periods set forth in Section 3.21 with respect to Mortgaged Properties encumbered pursuant to said Section 3.21, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that may be necessary or reasonably desirable to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel in favor of the Collateral Agent regarding the enforceability, due authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions and customarily given in similar financing transactions, (iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other customary certificates, affidavits and similar deliverables that are customarily given in similar financing transactions in connection with the delivery of a Mortgage reasonably necessary that are available to the Issuer without material expense with respect to any such Mortgage or Mortgaged Property;

(G) [Reserved];

(H) [Reserved]; and

(I) after the Issue Date, the Collateral Agent or the Trustee, as applicable, shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 3.21 or the Collateral Agreement, and (ii) evidence of compliance with any other requirements of Section 3.21.

“Common Stock” means the common stock of the Issuer, par value $0.00125 per share, at the date of this Indenture, subject to Section 5.09.

“Consolidated Interest Expense” means, with respect to any person for any period, all interest expense, including the amortization of debt discount and premium, the amortization or expensing of all fees and expenses payable in connection with the incurrence of indebtedness, the interest component under Capitalized Lease Obligations, capitalized interest, interest paid in kind and net payments and receipts (if any) pursuant to interest rate Hedging Agreements, in each case, of such person and its subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Net Income” means for any period, the aggregate of the Net Income of the Issuer and its Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, but excluding:

(A) extraordinary gains or losses;

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(B) net earnings of any business entity (other than a Subsidiary) in which any Note Party or any Subsidiary thereof has an ownership interest unless such net earnings shall have actually been received by the Issuer or its Subsidiaries in the form of cash distributions;

(D) any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of dividends to the Note Parties.

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Issuer and its Subsidiaries on the date of determination less the aggregate amount of cash and Cash Equivalents of the Issuer and its Subsidiaries on a consolidated basis as of such date, excluding cash and Cash Equivalents which are listed as “restricted” on the consolidated balance sheet of the Issuer and its Subsidiaries as of such date as of the last day of the Test Period most recently ended on or prior to such date of determination, in an amount not to exceed $1,000,000,000 (other than any cash that is “restricted” in favor of the First Lien Notes, the Second Lien Takeback Notes, the Second Lien Renesas Notes, the Second Lien Non-Renesas Notes and the Notes), to (b) EBITDA for the Test Period then most recently ended.

“Consolidated Total Assets” means, as of any date, the total assets of the Issuer and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the Issuer delivered pursuant to Section 3.03.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Subsidiaries outstanding on such date, determined on a consolidated basis consisting of (a) Indebtedness for borrowed money (including the Notes), (b) Capitalized Lease Obligations, (c) purchase money debt, (d) debt obligations evidenced by promissory notes or similar debt instruments, (e) all obligations issued, undertaken or assumed as the deferred purchase price with respect to acquisitions, including, subject to the limitation below, earn-outs (but excluding (i) customary working capital and purchase price adjustments and trade accounts payables and other accrued trade obligations entered into in the ordinary course of business and (ii) all earn-out obligations and other similar contingent consideration not yet due and payable), (f) all outstanding Disqualified Stock of the Issuer and all preferred stock of the Subsidiaries of the Issuer, in each case issued to third parties, with the amount of such Disqualified Stock or preferred stock equal to the greater of its voluntary or involuntary liquidation preference and its Maximum Fixed Repurchase Price (as defined below) and (g) guarantees of the foregoing; provided, however, that Consolidated Total Debt shall not include Permitted Warrant Transactions. For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock means the price at which such Disqualified Stock or preferred stock could be redeemed or repurchased by the issuer thereof in accordance with its terms or, if such Disqualified Stock or preferred stock cannot be so redeemed or repurchased, the fair market value of such preferred stock, in each case, determined on any date on which Consolidated Total Debt shall be required to be determined.

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“Contribution Debt” means Indebtedness of the Issuer or any Subsidiary in an aggregate outstanding principal amount not greater than 100% (or 50% in the case of Permitted Disqualified Stock) of the aggregate net amount of cash proceeds received by the Issuer after the Issue Date in excess of $240,000,000 in the aggregate from (x) the issuance or sale of the Issuer’s Qualified Equity Interests and Permitted Disqualified Stock or (y) a contribution to the Issuer’s common equity, in each case after the Issue Date (in each case of (x) and (y), other than proceeds (i) from the sale of Equity Interests by the Issuer to any Subsidiary or contributions to the common equity of the Issuer by any of its Subsidiaries or (ii) from the conversion of any Convertible Notes or the exercise of any Renesas Warrants), in each case, to the extent such proceeds have not otherwise been applied to voluntarily redeem the Notes pursuant to Section 4.03, make any Restricted Payments pursuant to Section 3.15 or any Permitted Investments. Notwithstanding anything to the contrary set forth herein, (A) Contribution Debt may only be allocated to Section 3.12(B)(xi) and (B) Section 3.12(B)(xi) may not be used to incur any other Indebtedness.

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

“Conversion Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to convert such Note are satisfied, subject to Section 5.03(C).

“Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“Conversion Rate” means, initially 49.6623 shares of Common Stock per $1,000 principal amount of Notes, provided, however, that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“Conversion Share” means any share of Common Stock issued or issuable upon conversion of any Note.

“Convertible Notes” means, collectively, (i) the Notes, (ii) the Second Lien Renesas Notes, (iii) the Second Lien Non-Renesas Notes and (iv) any other debt securities issued by the Issuer from time to time permitted to be incurred under the terms of this Indenture that are convertible into, or exchangeable for, equity interests of the Issuer (and cash in lieu of any fractional interests), cash or any combination thereof (in an amount determined by reference to the price of such equity interests).

“Core Assets” means any (i) MVF Assets, Siler City Assets or Durham Assets, in each case, excluding any immaterial ordinary course assets utilized in the applicable facility or campus or (ii) Equity Interests of any direct or indirect Subsidiary of the Issuer that directly or indirectly owns any of the foregoing. Notwithstanding anything to the contrary set forth herein, it is understood and agreed that there is no limitation on any MVF Asset, Siler City Asset or Durham Asset moving to and from such locations.

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“Corporate Trust Office” means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located at 333 Commerce Street, Suite 900, Nashville, Tennessee 37201, Attention: Global Corporate Trust – Wolfspeed, Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Issuer).

“Credit Facilities” means one or more credit agreements, indentures or debt facilities to which the Issuer and/or one or more of its Subsidiaries is party from time to time (including without limitation the First Lien Notes Indenture), in each case with banks, investment banks, insurance companies, mutual funds or other lenders or institutional investors providing for revolving credit loans, term loans, debt securities, bankers acceptances, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding or removing Subsidiaries as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“Daily Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

“Daily Conversion Value” means, with respect to any VWAP Trading Day, one-thirtieth (1/30th) of the product of (A) the Conversion Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

“Daily Maximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) thirty (30).

“Daily Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page identified by “WOLF” (or such other ticker symbol for such shares of Common Stock) appended by the suffix “<EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-

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weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, reasonably determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Issuer). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“De-Legending Deadline Date” means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided, however, that if the De-Legending Deadline Date determined as aforesaid would be after a Regular Record Date and before the fifth (5th) Business Day immediately after the next Interest Payment Date, then the De-Legending Deadline Date for such Note will instead be the fifth (5th) Business Day immediately after such Interest Payment Date.

“Default” means any event or condition that is (or, after notice, passage of time or both, would be) an Event of Default.

“Default Settlement Method” means Physical Settlement; provided, however, that subject to Section 5.03(A)(ii) and Section 5.03(A)(iii), the Issuer may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Depositary” means The Depository Trust Company or its successor.

“Depositary Participant” means any member of, or participant in, the Depositary.

“Depositary Procedures” means, with respect to any conversion, transfer, exchange or other transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“Designated Sale and Lease-Back Transaction” means a Sale and Lease-Back Transaction entered into pursuant to Section 3.12(B)(xviii) or Section 3.12(B)(xxx), so long as (i) the economic terms of such Sale and Lease-Back Transaction, taken as a whole, are no less favorable to the Issuer and its Subsidiaries than the economic terms of the First Lien Notes Indenture, as reasonably determined in good faith by the Issuer and (ii) the proceeds of such Designated Sale and Lease-Back Transaction, regardless of whether such arrangement is structured as a Capitalized Lease Obligation or an obligation under an operating lease, are used to prepay Credit Facilities secured by a Lien senior to the Note Obligations and to pay reasonable and documented fees and expenses incurred in connection with such Designated Sale and Lease-Back Transaction.

“Discharged Indebtedness” means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligor

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thereof); provided, however, that such Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit; provided, further, however, that if the conditions referred to in the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period.

“Disinterested Director” means, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” means to convey, sell, lease, sub-lease, license, sub-license, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset, in one transaction or a series of transactions, including any Sale and Lease-Back Transaction and any sale or issuance of Equity Interests of a Subsidiary, and including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualified Stock” means, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior redemption or repurchase in full of the Notes and payment in full of all other Note Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) at the option of the holder thereof, is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case of the preceding clauses (a) through (d), prior to the date that is ninety-one (91) days after the Maturity Date (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Issuer or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“DOE Borrower” means any borrower of any DOE Financing.

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“DOE Financing” means any Indebtedness of any DOE Borrower owing to (x) the United States Department of Energy Loan Programs Office or (y) any financial institution acting as an administrator, facilitator, agent, trustee, servicer, conduit, instrumentality or similar capacity with respect to the United States Department of Energy Loans Programs Office.

“DOE Parent Entity” means the Issuer or any other Subsidiary which is a direct or indirect parent company of any DOE Borrower.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Domestic Subsidiary Guarantor” means (a) Wolfspeed Texas LLC and (b) each Domestic Subsidiary of the Issuer that is not an Excluded Subsidiary (unless the Issuer has elected to cause such Domestic Subsidiary to become a Subsidiary Guarantor).

“Durham Assets” means any assets of the Issuer or its Subsidiaries (i) located at, or used in, as of the Issue Date, Durham, North Carolina and (ii) located at, or used in, Durham, North Carolina from and after the Issue Date (it being understood and agreed that such assets in clauses (i) and (ii) shall at all times constitute “Durham Assets” even if subsequently removed from, or no longer used in, Durham, North Carolina).

“EBITDA” means, for any period, in each case for the Issuer and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income (other than amounts specifically excluded from Consolidated Net Income under clauses (A) through (C) of the definition of Consolidated Net Income): (i) Consolidated Interest Expense, (ii) taxes, (iii) depreciation and amortization, (iv) all non-recurring expenses and charges which do not represent a cash item in such period, (v) expenses in connection with the issuance of stock options or other equity as compensation to employees and/or management of the Issuer or any Subsidiary, (vi) costs and expenses, in an amount not to exceed $6,000,000 in the aggregate during any four (4) fiscal quarter period, incurred in connection with any investment, acquisition, asset disposition, equity issuance or incurrence, payment, prepayment, refinancing or redemption of Indebtedness (including fees and expenses related to this Indenture and any amendments, supplements and modifications thereof), including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses (in each case, whether or not consummated) and (vii) all adjustments used in the calculation of non-GAAP net loss by the Issuer as reported in its filings with the SEC for the relevant period, minus (b) to the extent included in calculating Consolidated Net Income, (i) all non-recurring, non-cash items increasing net income for such period and (ii) any cash payments made during such period in respect of items described in clause (a)(iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred plus (or minus) (c) non-cash losses (or gains) arising from the impact of mark-to-market valuation of the Note Parties’ Investment in Lextar Electronics Corporation; provided that (x) in no event shall any fees, costs or expenses of the type referred to as “Start-up and Underutilization Costs” in the Issuer’s filings with the SEC be added back in the calculation of EBITDA, (y) if any Disposition occurs during such period, any EBITDA attributable to the property, business or assets of such Disposition shall be excluded from the calculation of EBITDA and such Disposition shall be deemed to have occurred as of the first day of the relevant Test Period and (z) if any acquisition or Investment occurs during such period, any EBITDA attributable to the property, business or assets so acquired or invested in shall be included in the calculation of EBITDA and such acquisition or Investment shall be deemed to have occurred as of the first day of the relevant Test Period.

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“Emergence Date” means September 29, 2025.

“Equity Interests” of any person means any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any Preferred Stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing; provided that Equity Interests shall not include any Convertible Notes, Permitted Bond Hedge Transaction or Permitted Warrant Transaction.

“Escrowed Indebtedness” means Indebtedness (i) issued to refinance in full any Indebtedness, (ii) in a principal amount no greater than the outstanding principal amount of such Indebtedness to be so refinanced (plus unpaid accrued interest thereon, underwriting discounts and fees, commissions and expenses related to such offering) and (iii) the proceeds of which are funded into an escrow account (pursuant to customary escrow arrangements) pending the release thereof for such refinancing; provided that, for the avoidance of doubt, proceeds released from the escrow account and used to refinance the outstanding Indebtedness shall reduce dollar for dollar the amount of “Escrowed Indebtedness” permitted hereunder.

“Excluded Account” means (a) any Deposit Account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the employees of any Note Party, (b) any tax account (including any sales tax account), (c) any fiduciary, pension, 401(k) or similar trust account holding employee funds, (d) any impound, escrow, trust, cash collateral (including any Deposit Account or Securities Account holding only cash collateral for letters of credit or Hedging Agreements secured by Liens permitted by clauses (AA) or (EE) of the definition of “Permitted Liens”) or similar account and (e) any Deposit Account and Securities Account that has cash or Permitted Investments that do not have a balance at any time exceeding $20,000,000 individually and $50,000,000 in the aggregate for all such accounts constituting Excluded Accounts; provided that no account held by any Note Party over which a Lien has been granted to secure any obligations under the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture, the Second Lien Non-Renesas Notes Indenture or the Second Lien Takeback Notes Indenture (or, in each case, any Permitted Refinancing Indebtedness in respect thereof), or any other Indebtedness for borrowed money (other than Specified Indebtedness) shall be an Excluded Account.

“Excluded Securities” means any of the following:

(A) any Equity Interests or Indebtedness with respect to which the Issuer reasonably determines in good faith that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are excessive to the Issuer in relation to the value to be afforded to the Holders thereby;

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(B) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law or would require governmental or other regulatory consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received);

(C) any Equity Interests of any person that is not a Wholly Owned Subsidiary to the extent (i) that a pledge thereof to secure the Note Obligations is prohibited by any organizational documents, joint venture agreement or stockholder agreement of such Subsidiary with an unaffiliated third party without the consent of such third party; provided that this clause (i) shall not apply if (1) such other party is a Note Party or a Subsidiary of any Note Party or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Issuer or any Subsidiary to obtain any such consent) and shall only apply for so long as such organizational documents, joint venture agreement or stockholder agreement or replacement or renewal thereof is in effect, or (ii) a pledge thereof to secure the Note Obligations would give any other party (other than a Note Party or a Subsidiary of a Note Party) to any organizational document or stockholder agreement governing such Equity Interests the right to terminate its obligations thereunder (so long as, in each case of subclause (i) and (ii) of this clause (C), such provision prohibits the granting of a security interest over such Equity Interests generally (and not solely a pledge to secure the Note Obligations));

(D) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected to result in material adverse tax consequences to the Issuer or any Subsidiary as reasonably determined in good faith by the Issuer;

(E) any Equity Interests that are set forth on Schedule 1.01(A); and

(F) any Margin Stock;

provided that no Equity Interest or Indebtedness held by any Note Party over which a Lien has been granted to secure any obligations under the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture, the Second Lien Non-Renesas Notes Indenture or the Second Lien Takeback Notes Indenture (or, in each case, any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness for borrowed money (other than Specified Indebtedness) shall be Excluded Securities.

“Excluded Subsidiary” means any of the following (except as otherwise provided in clause (b) of the definition of Subsidiary Guarantor):

(A) each Immaterial Subsidiary;

(B) each Subsidiary that is prohibited from Guaranteeing the Note Obligations by a contractual obligation (to the extent such prohibition exists as of the Issue Date or at the time of the acquisition of such Subsidiary (or is a renewal or replacement thereof); provided that such contractual obligation was not entered into or created in contemplation of this Indenture and only for so long as such prohibition exists);

(C) each Subsidiary that is prohibited from Guaranteeing the Note Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee the Note Obligations (unless such consent, approval, license or authorization has been received and is in effect);

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(D) [Reserved];

(E) [Reserved];

(F) each not-for-profit Subsidiary or political action committee;

(G) each Subsidiary which is a foreign sales office, to the extent such Subsidiary does not own any material assets;

(H) any other Subsidiary with respect to which, the providing of a Guarantee of the Note Obligations could reasonably be expected to result in material adverse tax consequences to the Issuer or any Subsidiary as reasonably determined in good faith by the Issuer; and

(I) any other Subsidiary with respect to which the Issuer reasonably determines in good faith that the cost or other consequences of providing a Guarantee of the Note Obligations are excessive to the Issuer in relation to the value to be afforded to the Holders thereby.

Notwithstanding anything to the contrary set forth herein or in any Note Document, in no event shall any Subsidiary that (x) is a borrower or guarantor of any DOE Financing, (y) owns any Material IP or (z) is a borrower, issuer or guarantor of any First Lien Notes, Second Lien Renesas Notes, the Second Lien Non-Renesas Notes or Second Lien Takeback Notes (or, in each case, any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness for borrowed money (other than Specified Indebtedness), be an Excluded Subsidiary.

“Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempted Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(K), the Issuer does not offer to repurchase any Notes.

“Existing Indebtedness Fallaway Date” has the meaning set forth in Section 3.12(F).

“First Lien Notes” means $1,259,210,128 aggregate principal amount of First Lien Senior Secured Notes due 2030 issued by the Issuer pursuant to the First Lien Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the First Lien Notes Indenture, as may be further amended and supplemented from time to time.

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“First Lien Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the First Lien Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of First Lien Notes Indenture.

“First Lien Notes Indenture” means, an indenture, dated as of the Emergence Date, among the Issuer, the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, as the trustee and the collateral agent, in relation to the First Lien Notes, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“First Lien Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for First Lien Notes, or its successors or assignees appointed pursuant to the terms of First Lien Notes Indenture.

“First-Lien/1.5-Lien Intercreditor Agreement” means the intercreditor agreement, dated on or about the Issue Date, made between, among others, the Issuer, the Trustee, the First Lien Notes Trustee, the Collateral Agent, the First Lien Notes Collateral Agent and the other parties named therein, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“First-Lien/Second-Lien Intercreditor Agreement” means the intercreditor agreement, dated as of the Emergence Date (together with a Joinder Agreement thereto delivered by the Trustee and the Collateral Agent), made between, among others, the Issuer, the Subsidiary Guarantors, the Trustee, the First Lien Notes Trustee, the Second Lien Renesas Notes Trustee, the Second Lien Non-Renesas Notes Trustee, the Second Lien Takeback Notes Trustee, the Collateral Agent, the First Lien Notes Collateral Agent, the Second Lien Renesas Notes Collateral Agent, the Second Lien Non-Renesas Notes Collateral Agent, the Second Lien Takeback Notes Collateral Agent and the other parties named therein, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“First-Priority Debt Documents” shall have the meaning set forth in the First-Lien/1.5-Lien Intercreditor Agreement.

“First-Priority Obligations” shall have the meaning set forth in the First-Lien/1.5-Lien Intercreditor Agreement.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.

“Flood Documentation” means, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area (as defined below), together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Issuer and the applicable Note Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a

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“standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in an area within the United States identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”), the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in customary form and substance (as reasonably determined by the Issuer).

“Foreign Collateral Jurisdiction” means, as of any date of determination, any jurisdiction in which a Foreign Subsidiary Guarantor is formed or incorporated.

“Foreign Subsidiary” means any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Foreign Subsidiary Guarantor” means each Foreign Subsidiary of the Issuer that is not an Excluded Subsidiary (unless the Issuer has elected to cause such Foreign Subsidiary to become a Subsidiary Guarantor).

“Free Trade Date” means, with respect to any Note, the date that is one (1) year after the Last Original Issue Date of such Note.

“Freely Tradable” means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise if held by a Person that is not an Affiliate of the Issuer, and that has not been an Affiliate of the Issuer during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and including, the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the same is satisfied at that time); provided, however, that from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is not identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears the Restricted Note Legend. For the avoidance of doubt, whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN number or to bear the Restricted Note Legend is subject to Section 2.12.

“Fundamental Change” means any of the following events:

(A) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Issuer or its Wholly Owned Subsidiaries, or their respective employee benefit plans, or Renesas, files a Schedule TO (or any successor schedule, form or report) or any report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Common Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock; provided, however, that, for purposes of this clause (A), no person or group will be deemed to be a beneficial owner of any securities tendered pursuant to a tender offer or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange in such offer;

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(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Issuer’s Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) (other than changes solely resulting from a subdivision or combination of the Common Stock or solely a change in the par value or nominal value of the Common Stock) all of the shares of Common Stock are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property; provided, however, that any transaction described in clause (B)(ii) above pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Issuer’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-a-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);

(D) the Common Stock is not listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors) (each, the “Stock Exchange”); or

(E) any event or circumstance that constitutes, or results in any “fundamental change,” “change of control” or any comparable term under, and as defined in, the First Lien Notes Indenture, the Second Lien Non-Renesas Notes Indenture, the Second Lien Renesas Notes Indenture or the Second Lien Takeback Notes Indenture;

provided, however, that a transaction or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of ordinary shares or shares of common stock or other corporate common equity listed on any of the Stock Exchanges, or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes an Common Stock Change Event whose Reference Property consists of such consideration.

For the purposes of this definition, any transaction or event described in both clause (A) and in clause (B)(ii) above (without regard to the proviso in clause (B) above) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso).

For the purpose of this Indenture, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

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“Fundamental Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Issuer pursuant to a Repurchase Upon Fundamental Change.

“Fundamental Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).

“Fundamental Change Repurchase Price” means the cash price payable by the Issuer to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D).

“GAAP” means generally accepted accounting principles in effect in the United States of America on the Issue Date, applied on a consistent basis, subject to the provisions of Section 1.03.

“Global Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend” means a legend substantially in the form set forth in Exhibit B-2.

“Governmental Authority” means any federal, state, local or foreign government, court, governmental, regulatory or administrative agency, department, commission, board, bureau, tribunal agency, other authority, instrumentality or regulatory or legislative body.

“Gross Cash Proceeds” means the gross cash proceeds received by the Issuer from the applicable event; provided that, to constitute “Gross Cash Proceeds,” the net cash proceeds received by the Issuer from such applicable event may not be less than 95.00% of the gross cash proceeds received by the Issuer from the applicable event.

“Guarantee” of or by any person (the “guarantor”) means (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity

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obligations in effect on the Issue Date or entered into in connection with any acquisition or Disposition of assets permitted by this Indenture (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as reasonably determined by such person in good faith.

“Hedging Agreement” means any agreement entered into with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of the Subsidiaries shall be a Hedging Agreement.

“Holder” means a person in whose name a Note is registered on the Registrar’s books.

“Immaterial Subsidiary” means any Subsidiary of the Issuer that does not have (i) revenue, determined on a consolidated basis with its Subsidiaries, as of the last day of the most recently ended Test Period as of such date, in excess of 1% of the aggregate revenue of the Issuer and its Subsidiaries, on a consolidated basis, for such period or (ii) total assets, determined on a consolidated basis with its Subsidiaries, at any time, in excess of 1% of the Consolidated Total Assets; provided that (x) the aggregate amount of revenue of all Subsidiaries constituting Immaterial Subsidiaries, as of the last day of the most recently ended Test Period, shall not exceed 5% of the aggregate revenue of the Issuer and its Subsidiaries, on a consolidated basis, for such period and (y) the total assets of all Subsidiaries constituting Immaterial Subsidiaries shall not at any time exceed 5% of the Consolidated Total Assets; provided, further, that (A) the Issuer may elect in its sole discretion to exclude from classification as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof and (B) for the avoidance of doubt, the Issuer may at any time designate any Subsidiary that complies with the terms of this definition as an “Immaterial Subsidiary”. Notwithstanding anything to the contrary set forth in this definition, no Subsidiary shall be an Immaterial Subsidiary if such Subsidiary, directly or indirectly, owns any Core Asset or is a borrower or guarantor under any Indebtedness for borrowed money (other than Specified Indebtedness) (it being understood and agreed that any such Subsidiary, if applicable, may otherwise be deemed an Excluded Subsidiary in accordance with the definition thereof). Each Immaterial Subsidiary as of the Issue Date shall be set forth in Schedule 1.01(C).

“Indebtedness” of any person means, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed

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as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations (to the extent permitted hereunder) until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations in respect of Third Party Funds incurred in the ordinary course of business, (F) in the case of the Issuer and its Subsidiaries, intercompany liabilities in connection with the cash management, tax and accounting operations of the Issuer and the Subsidiaries, in each case, in the ordinary course of business and consistent with past practice, (G) completion guarantees or (H) any Permitted Warrant Transaction. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Intellectual Property” has the meaning assigned to such term in the Collateral Agreement.

“Intercreditor Agreements” means the First-Lien/1.5-Lien Intercreditor Agreement, the First-Lien/Second-Lien Intercreditor Agreement, and any Additional Intercreditor Agreement, collectively.

“Interest Payment Date” means, with respect to a Note, each March 15 and September 15 of each year, commencing on September 15, 2026 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

“Investment” means (i) the purchase or acquisition (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) of any Equity Interests, evidences of Indebtedness or other securities of any other person, (ii) the making of any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of intercompany liabilities incurred in connection with the cash management, tax and accounting operations of the Issuer and the Subsidiaries) or (iii) the purchase or acquisition, in one transaction or a series of related transactions, of (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person.

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If the Issuer or any Subsidiary sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or Disposition, such person is no longer a Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or Disposition equal to the fair market value of the Issuer’s Investments in such Subsidiary that were not sold or Disposed of. The acquisition by the Issuer or any Subsidiary of a person that holds an Investment in a third person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means March 26, 2026.

“Issuer” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.

“Issuer Order” means a written request or order signed on behalf of the Issuer by one (1) of its Officers and delivered to the Trustee.

“Junior Financing” means (i) any Indebtedness for borrowed money that is subordinated in right of payment to the Note Obligations (other than intercompany Indebtedness) or (ii) any Indebtedness for borrowed money that is either unsecured or secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Note Obligations. Notwithstanding the foregoing, in no event shall any Indebtedness incurred pursuant to Section 3.12(B)(xii) constitute Junior Financing.

“Last Original Issue Date” means (A) with respect to any Notes issued pursuant to the Purchase Agreements, and any Notes issued in exchange therefor or in substitution thereof, the Issue Date; and (B) with respect to any Notes issued pursuant to Section 2.03(B), and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.

“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share of Common Stock (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share of Common Stock or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share of Common Stock) on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from each of at least three (3) nationally recognized independent investment banking firms selected by the Issuer. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

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“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Transaction” means any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests, Indebtedness or otherwise) the consummation of which is not conditioned on the availability of, or on obtaining, third party financing.

“Majority Holders” means, at any applicable time and subject to Section 2.16 and Section 2.18, Holders owning more than 50.0% of the aggregate principal amount of the Notes then outstanding.

“Make-Whole Event” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause (E) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition) (an event referred to in this clause (A), a “Make-Whole Fundamental Change”); or (B) the sending of a Redemption Notice pursuant to Section 4.03(G) in respect of a Redemption; provided, however, that subject to Section 4.03(K), the sending of a Redemption Notice for a Redemption of less than all of the outstanding Notes will constitute a Make-Whole Event only with respect to the Notes called for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.

“Make-Whole Event Conversion Period” has the following meaning:

(A) in the case of a Make-Whole Event pursuant to clause (A) of the definition thereof, the period from, and including, the Make-Whole Event Effective Date of such Make-Whole Event to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Event Effective Date (or, if such Make-Whole Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and

(B) in the case of a Make-Whole Event pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date;

provided, however, that if the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(K), to be called) for Redemption occurs during the Make- Whole Event Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Event” and a Make-Whole Event resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Event Conversion Period for the Make-Whole Event with the earlier Make-Whole Event Effective Date; and (y) the Make-Whole Event with the later Make-Whole Event Effective Date will be deemed not to have occurred.

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“Make-Whole Event Effective Date” means (A) with respect to a Make-Whole Event pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Event occurs or becomes effective; and (B) with respect to a Make-Whole Event pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

“Make-Whole Fundamental Change” has the meaning set forth in the definition of Make-Whole Event.

“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Material Adverse Effect” means (a) a material adverse effect on the business, property, operations, assets, liabilities (actual or contingent), operating results or financial condition of the Issuer and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Issuer and the Subsidiary Guarantors (taken as a whole) to fully and timely perform any of their payment obligations under any Note Document to which the Issuer or any of the Subsidiary Guarantors is a party or (c) a material adverse effect on the validity or enforceability of any of the Note Documents or the rights and remedies of the Trustee, the Collateral Agent or the Holders thereunder.

“Material IP” means any intellectual property (including any trade secrets) of the Issuer or any Subsidiary (and excluding commercial off the shelf products) that is material to any Product Family of the Issuer and its Subsidiaries; provided that Material IP does not include (i) the intellectual property subject to the Specified IP Disposition or (ii) any other expiring intellectual property that the Issuer determines is no longer material to the Issuer or any of its Subsidiaries (as determined in good faith by the Issuer).

“Material Real Property” means any parcel or parcels of Real Property now or hereafter owned in fee by the Issuer or any Subsidiary Guarantor and having a fair market value (on a per-property basis) of at least $5,000,000, as reasonably determined by the Issuer in good faith on the Issue Date (or, if acquired after the Issue Date, the date of acquisition); provided that “Material Real Property” shall not include (i) any Real Property in respect of which the Issuer or a Subsidiary Guarantor does not own the land in fee simple or (ii) any Real Property which the Issuer or a Subsidiary Guarantor leases to a third party.

“Maturity Date” means March 15, 2031.

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“Moody’s” means Moody’s Investors Service, Inc., and any successor to the ratings business thereof.

“Mortgaged Properties” means each Material Real Property encumbered by a Mortgage pursuant to Section 3.21.

“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, each, (i) in the case of Material Real Property located in the United States, in a form customary for financing transactions similar to this Indenture and reasonably satisfactory to the Issuer or (ii) in the case of Material Real Property located outside of the United States in such form as is customary for the applicable jurisdiction and reasonably satisfactory to the Issuer, in each case, as amended, supplemented or otherwise modified from time to time.

“MVF” means the Mohawk Valley Fab facility and campus in Marcy, New York.

“MVF Assets” means (i) any assets of the Issuer or its Subsidiaries located at, or used in, as of the Issue Date, MVF and (ii) any additional assets located at, or used in, MVF from and after the Issue Date (it being understood and agreed that such assets in clauses (i) and (ii) shall at all times constitute “MVF Assets” even if subsequently removed from, or no longer used in, MVF).

“Net Income” means, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP.

“Net Proceeds” means 100% of the cash proceeds actually received by the Issuer or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any Disposition of, or Casualty Event with respect to, (x) any Core Asset (other than any Disposition under Section 8.05(A) of the definition of “Asset Dispositions”), (y) any Non-Core Assets pursuant to clause (G) of the definition of “Asset Dispositions” or (z) any assets or property pursuant to clause (B)(i) of the definition of “Asset Dispositions”, in each case, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations that are secured by the applicable asset or property (including without limitation principal amount, premium or penalty, if any, interest and other amounts) (other than pursuant to the Note Documents), other expenses and brokerage, consultant and other fees actually incurred in connection therewith, (ii) [Reserved], (iii) Taxes paid or reasonably estimated to be payable as a result thereof (provided, that if the amount of any such estimated Taxes exceeds the amount of Taxes actually required to be paid in respect of such Disposition or Casualty Event, the aggregate amount of such excess shall constitute Net Proceeds at the time such Taxes are actually paid) and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (iii) above) (A) related to any of the applicable assets and (B) retained by the Issuer or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to

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environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided, that, with respect to any Net Proceeds arising from any Casualty Event with respect to any Core Assets, if no Default or Event of Default exists and the Issuer intends to use such proceeds within 12 months of such receipt to acquire assets that reasonably replace or remediate the property or assets subject to such Casualty Event to a similar level of such property or assets as prior to such Casualty Event, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used (it being understood that if any portion of such proceeds are not so used within such 12 month period, such remaining portion shall constitute Net Proceeds as of the date of such expiry without giving effect to this proviso).

“Non-Affiliate Legend” means a legend substantially in the form set forth in Exhibit B-3.

“Non-Core Assets” means any assets owned by the Issuer or any Subsidiary that do not constitute Core Assets.

“Note Agent” means any Registrar, Paying Agent or Conversion Agent.

“Note Documents” means (i) this Indenture, (ii) the Notes, (iii) the Security Documents, (iv) any Intercreditor Agreement and (v) all other fee letters, documents, certificates, instruments or agreements executed and delivered by or on behalf of a Note Party for the benefit of the Collateral Agent, the Trustee, the Holders or any other person in connection herewith.

“Note Obligations” means (a) the due and punctual payment by the Issuer of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes issued by the Issuer under this Indenture, when and as due, whether at maturity, by acceleration, upon one or more dates set for redemption or otherwise and (ii) all other monetary obligations of the Issuer owed under or pursuant to this Indenture and each other Note Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Note Party under or pursuant to each of the Note Documents.

“Note Parties” means, collectively, the Issuer and each Subsidiary Guarantor and each of them is an “Note Party”.

“Notes” means (i) the Initial Notes and (ii) following the issuance of any Additional Notes pursuant to the terms of this Indenture, such Additional Notes, treated as a single class. For the avoidance of doubt, Initial Notes and Additional Notes shall vote together on all matters as one class, and except as where expressly provided otherwise, shall be deemed to constitute a single class or series for all purposes under this Indenture.

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“Observation Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs on or before the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date the Issuer has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(G) and on or before the (2nd) Business Day before the related Redemption Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs after the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before the Maturity Date.

“Officer” means the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Group Treasurer, any Treasury Director, the Controller, the General Counsel, the Secretary or any Vice-President of the Issuer.

“Officer’s Certificate” means a certificate that is signed on behalf of the Issuer by one (1) of its Officers and that meets the requirements of Section 13.03.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Issuer or any of its Subsidiaries) reasonably acceptable to the Trustee, and, when applicable, the Collateral Agent, that meets the requirements of Section 13.03, subject to customary qualifications and exclusions.

“Parallel Debt Creditor” means the Collateral Agent in its capacity as creditor of the Parallel Debt.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Issuer’s common stock purchased by the Issuer in connection with the issuance of any Convertible Notes; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Issuer from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Issuer from the sale of such Convertible Notes issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Disqualified Stock” means Preferred Stock of the Issuer that constitutes Disqualified Stock solely due to clause (c) of the definition thereof; provided that (i) such Preferred Stock has been broadly marketed to potential investors and (ii) such Preferred Stock does not provide for scheduled payments of dividends in cash in an amount in excess of 10.00% per annum (with variable interest rates converted to fixed rates based on implied forward interest rate curve for purposes of such determination).

“Permitted First Lien PIK Interest Cap” means an amount equal to the sum of (a) on or prior to June 22, 2026, 4.00% per annum and thereafter, 0.00% per annum plus (b) 300 basis points per annum.

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“Permitted Investments” shall mean:

(A) any Investment in a Person if, as a result of such Investment, (i) such Person becomes a Note Party, or (ii) such Person (other than the Issuer except as permitted under Section 6.01) either (a) is merged, consolidated or amalgamated with or into a Note Party and a Note Party is the surviving Person, or (b) transfers or conveys substantially all of its assets to, or is liquidated into, a Note Party;

(B) (i) Investments by the Issuer or any Subsidiary in the Equity Interests of the Issuer or any Subsidiary; (ii) intercompany loans from the Issuer or any Subsidiary to the Issuer or any Subsidiary; and (iii) Guarantees by the Issuer or any Subsidiary of Indebtedness or other obligations permitted pursuant to Section 3.12 (except to the extent such Guarantee is expressly subject to Section 3.15); provided that (x) the aggregate amount of Investments made pursuant to this clause (B) by Note Parties in Subsidiaries that are not Note Parties and Guarantees made pursuant to this clause (B) by any Note Party of Indebtedness or other obligations of any Subsidiary that is not a Note Party in any fiscal year shall not exceed the greater of (x) $12,500,000 and (y) 6.25% of EBITDA for the Test Period then most recently ended and (y) any Investment by any Note Party in any Subsidiary in the form of cash or Cash Equivalents shall only be permitted to the extent such Investment was made in reliance on the foregoing clause (x) of this proviso;

(D) Investments arising out of the receipt by the Issuer or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 3.16 (other than clause (C) of the definition of “Asset Disposition”);

(E) loans and advances to officers, directors, employees or consultants of the Issuer or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of (x) $6,000,000 and (y) 3.0% of EBITDA for the Test Period then most recently ended, (ii) in respect of payroll payments and expenses in the ordinary course of business and consistent with past practice or industry practice and (iii) in connection with such person’s purchase of Equity Interests of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity;

(F) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and consistent with past practice or industry practices and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business;

(G) Hedging Agreements entered into for non-speculative purposes in the ordinary course of business;

(H) Investments existing on, or contractually committed as of, or contemplated as of, the Issue Date and set forth on Schedule 1.01(D) and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (H) is not increased at any time above the amount of such Investment existing, committed or contemplated on the Issue Date;

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(I) Investments resulting from pledges and deposits under clauses (F), (G), (N), (O), (R), (S), (U), (AA), (BB), (EE) and (LL) of the definition of “Permitted Liens”;

(J) Investments in the ordinary course of business and consistent with past practice by Note Parties into Subsidiaries that are not Note Parties on a transfer pricing basis to fund expenses of such Subsidiaries;

(K) [Reserved];

(L) any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, to the extent constituting Investments;

(M) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business and consistent with past practice or industry practices or Investments acquired by the Issuer or a Subsidiary as a result of a foreclosure by the Issuer or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(N) Investments of a Subsidiary acquired after the Issue Date or of a person merged into the Issuer or merged into or consolidated with a Subsidiary after the Issue Date, in each case, to the extent that such Investments of the acquired Subsidiary were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(O) other Investments in an aggregate amount at any one time outstanding not to exceed the greater of (x) $62,500,000 and (y) 31.25% of EBITDA for the Test Period then most recently ended; provided that no Investments may be made pursuant to this clause (O) in any non-Wholly Owned Subsidiary, unless such Investment constitutes the acquisition of additional Equity Interests in such non-Wholly Owned Subsidiary;

(P) Guarantees by the Issuer or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Issuer or any Subsidiary in the ordinary course of business and consistent with past practice or industry practices;

(Q) Investments to the extent that payment for such Investments is made with (or that are received in exchange for) Equity Interests of the Issuer or the cash proceeds of Equity Interests of the Issuer;

(R) [Reserved];

(S) Investments consisting of Restricted Payments permitted under Section 3.15 (and without duplication of any baskets thereunder);

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(T) Investments in the ordinary course of business and consistent with past practice or industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(U) [Reserved];

(V) [Reserved];

(W) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or such Subsidiary; and

(X) to the extent constituting Investments, (i) purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or non-exclusive licenses or leases of Intellectual Property in each case in the ordinary course of business and consistent with past practice and not constituting all or substantially all of the assets of another person and (ii) development and expansion Capital Expenditures (which shall exclude, for the avoidance of doubt, any acquisition of Equity Interests of any person).

“Permitted Liens” means:

(A) Liens on property or assets of the Issuer and the Subsidiaries existing on the Issue Date and set forth on Schedule 1.01(E) and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Issue Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 3.12(B)(i)) and shall not subsequently apply to any other property or assets of the Issuer or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof;

(B) any Lien created under the Note Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage filed in connection with the Note Documents;

(D) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(E) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 60 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any Subsidiary shall have set aside on its books reserves in accordance with GAAP or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

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(F) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, (ii) Liens pursuant to Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or Section 7d of the German Social Law Act No. 4 (Sozialgesetzbuch IV) and (iii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Subsidiary;

(G) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, completion guarantees, bids, leases, subleases, licenses and sublicenses, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(H) zoning and other land use restrictions, easements, survey exceptions, servitudes, trackage rights, leases (other than Capitalized Lease Obligations), subleases, licenses, special assessments, rights-of-way, reservations of rights, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property or liens incidental to the conduct of the business of such Person or to the ownership of its Real Property, servicing agreements, development agreements, site plan agreements and other similar non-monetary encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Issuer or any Subsidiary;

(I) Liens securing Indebtedness incurred under Section 3.12(B)(ix); provided that such Liens (i) only apply to assets permitted under Section 3.12(B)(ix) and (ii) do not apply to any property or assets of the Issuer or any Subsidiary other than (A) the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness, (B) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (C) proceeds and products thereof; provided, further, that individual financings provided by one lender (and its Affiliates) may be cross-collateralized to other financings provided by such lender (and its Affiliates);

(J) (i) first-priority Liens on the Siler City Assets securing DOE Financing permitted under Section 3.12(B)(xii)(x) and (ii) first-priority Liens on the Siler City Assets representing a federal interest and security interest in favor of the United States Department of Commerce, the CHIPS Program Office or any other Governmental Authority of the United States securing obligations permitted under Section 3.12(B)(xii)(y), so long as, in each case, the Note Obligations are secured on a third-priority basis on such assets and such Indebtedness or other obligations is subject to an Intercreditor Agreement (for the avoidance of doubt the parties agree that if first-priority Liens on the Siler City Assets were granted pursuant to either of the foregoing clauses, the Lien securing the First-Priority Obligations would be permitted to be secured on a second-priority basis as it relates to the Siler City Assets);

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(K) Liens securing judgments that do not constitute an Event of Default under Section 7.01(A)(x);

(L) Liens disclosed by the title insurance policies delivered on or subsequent to the Issue Date and pursuant to the Collateral and Guarantee Requirement, Section 3.22 or Section 3.22 and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Indenture;

(M) any interest or title of a lessor or sublessor, licensor or sublicensor under any leases or subleases, licenses or sublicenses entered into by the Issuer or any Subsidiary in the ordinary course of business;

(N) Liens in the ordinary course of business and consistent with past practice that are contractual rights of set-off and/or pledges of cash collateral (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Issuer or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business and consistent with past practice, including with respect to credit card charge-backs and similar obligations, (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Issuer or any Subsidiary or (iv) relating to any other Cash Management Agreement permitted by this Indenture;

(O) Liens incurred in the ordinary course of business and consistent with past practice or industry practice (i) arising solely by virtue of any statutory or common law provision or customary standard terms relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith;

(P) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 3.12(B)(vi) or (xv) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof;

(Q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business and consistent with past practice or industry practices;

(R) Liens in favor of customs and revenue authorities arising as a matter of applicable law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and consistent with past practice or industry practice;

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(S) Liens solely on any cash earnest money deposits made by the Issuer or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted to be made hereunder;

(T) Liens with respect to property or assets of any Subsidiary that is not a Note Party securing obligations of a Subsidiary that is not a Note Party permitted under Section 3.01;

(U) Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions to the extent the relevant Indebtedness is permitted to be incurred and discharged, redeemed or defeased, as applicable, hereunder;

(V) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(W) (i) Liens on Collateral securing Indebtedness incurred under Section 3.12(B)(xviii) (other than Indebtedness in connection with any Designated Sale and Lease-Back Transaction); provided that such Liens under this clause (i) shall be subject to an Intercreditor Agreement; and (ii) Liens securing Indebtedness in connection with any Designated Sale and Lease-Back Transaction; provided that such Liens are under this clause (ii) limited to the assets or property that is the subject of such Designated Sale and Lease-Back Transaction;

(X) Liens on Collateral securing Indebtedness incurred under Section 3.12(B)(xix); provided that such Liens shall be pari passu to the Liens securing the Note Obligations or junior to the Liens securing the Note Obligations and in each case shall be subject to the Intercreditor Agreements;

(Y) Liens arising from precautionary Uniform Commercial Code financing statements (and similar instruments under the laws of any other jurisdiction) regarding operating leases or other obligations not constituting Indebtedness;

(Z) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (C) of the definition thereof;

(AA) Liens on cash or Cash Equivalents securing letters of credit permitted by Section 3.12(B)(xv) or (xvi); provided that such cash and Cash Equivalents do not exceed 105% of the stated face amount of such letters of credit secured thereby;

(BB) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(CC) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

(DD) [Reserved];

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(EE) Liens on deposits securing Hedging Agreements entered into for non-speculative purposes in an aggregate outstanding principal amount not more than the greater of (x) $240,000,000 and (y) 120.0% of EBITDA for the Test Period then most recently ended;

(FF) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Issuer or any Subsidiary in the ordinary course of business and consistent with past practice or industry practices; provided that such Lien secures only the obligations of the Issuer or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 3.12;

(GG) [Reserved];

(HH) Liens securing Guarantees permitted to be secured by Section 3.12(B)(xiii); provided that any such Liens on any Collateral shall be pari passu with or expressly junior to the Liens securing the Note Obligations and such Liens shall be subject to the Intercreditor Agreements;

(II) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(JJ) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Issuer or any of the Subsidiaries in the ordinary course of business;

(KK) customary payment in lieu of tax arrangements and other similar structures customary in the applicable jurisdiction in which assets or properties are located;

(LL) other Liens with respect to property or assets of the Issuer or any Subsidiary securing obligations in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of the obligations secured by such Liens, would not exceed the greater of (x) $30,000,000 and (y) 15.0% of EBITDA for the Test Period then most recently ended; provided that any such Liens on any Collateral shall be pari passu with or expressly junior to the Liens securing the Note Obligations and shall be subject to an Intercreditor Agreement;

(MM) Liens pursuant to Section 1136 (alone or in conjunction with 1192(1)) of the German Civil Code (Bürgerliches Gesetzbuch);

(NN) Liens required to be granted under mandatory law in favor of creditors as a consequence of a merger or conversion permitted under the Indenture due to §§ 22, 204 German Transformation Act (Umwandlungsgesetz—UmwG); and

(OO) Liens on Collateral securing Indebtedness incurred under Section 3.12(B)(xxx); provided that the holders (or the agent or trustee on behalf of such holders) of any such Liens shall in each case be subject to the applicable Intercreditor Agreements.

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“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance” or “Refinancing”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount of such Permitted Refinancing Indebtedness does not exceed the sum of (i) the principal amount of the Indebtedness so Refinanced, plus (ii) unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs and fees, commissions and expenses) (any amounts under the subclause (ii), the “Incremental Refinancing Amounts”), (b) the final maturity date of such Permitted Refinancing Indebtedness is after the final maturity date of the Indebtedness being Refinanced and the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness (excluding customary amortization) is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment and/or in lien priority to the Note Obligations under this Indenture, such Permitted Refinancing Indebtedness shall be subordinated in right of payment and/or in lien priority, as applicable, to such Note Obligations on terms not materially less favorable to the Holders as those contained in the documentation governing the Indebtedness being Refinanced (it being understood that secured Indebtedness may be Refinanced with unsecured Indebtedness), (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced as of the Issue Date (provided that any Note Party may be an obligor for the Permitted Refinancing Indebtedness of any other Note Party to the extent otherwise permitted under this Indenture), (e)(i) no Permitted Refinancing Indebtedness may be secured by any Indebtedness if the Indebtedness being Refinanced is unsecured Indebtedness as of the Issue Date, (ii) no Permitted Refinancing Indebtedness may be secured by any collateral that did not secure the Indebtedness being Refinanced as of the Issue Date and (iii) no Permitted Refinancing Indebtedness may have a higher payment or Lien priority than the Indebtedness being Refinanced, (f) the other terms of such Permitted Refinancing Indebtedness (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms) are substantially similar to, or not more restrictive to the Issuer and its Subsidiaries than, the terms applicable to the Notes (except for (1) covenants or other provisions applicable only to periods after the Maturity Date or (2) those that are otherwise reasonably acceptable to the Issuer (or, if more restrictive, the Note Documents are amended, prior to or concurrently with such Refinancing, to contain such more restrictive terms to the extent required to satisfy the foregoing standard)); provided, however, this clause (f) shall not apply to any First-Priority Obligations (or any Permitted Refinancing Indebtedness thereof) and (g) at the time of such Refinancing, no Default or Event of Default shall have occurred or be continuing. Subject to the foregoing conditions, Permitted Refinancing Indebtedness may also be incurred in respect of any Indebtedness that constitutes Discharged Indebtedness. For the avoidance of doubt, the outstanding principal amount of any Permitted Refinancing Indebtedness that directly or indirectly Refinances (including any previous refinancings) Indebtedness incurred under a fixed dollar basket shall be deemed to utilize capacity under such original fixed dollar basket (other than with respect to Incremental Refinancing Amounts).

“Permitted Second Lien PIK Cushion” means 300 basis points per annum.

“Permitted Second Lien PIK Interest Cap” means (i) with respect to Indebtedness incurred under Section 3.12(B)(xix)(b), an amount equal to the sum of (a) 12.00% per annum plus (b) the Permitted Second Lien PIK Cushion and (ii) with respect to any Indebtedness incurred under Section 3.12(B)(xix)(c) and Section 3.12(B)(xix)(a), the Permitted Second Lien PIK Cushion.

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“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Issuer’s common stock sold by the Issuer substantially concurrently with any purchase by the Issuer of a related Permitted Bond Hedge Transaction.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Issuer and authenticated by the Trustee.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Product Family” means (a) each product family (as referred to in the Issuer’s most recent Form 10-K or Form 10-Q filings prior to the Issue Date or in any of the Issuer’s Form 10-K or Form 10-Q filings after the Issue Date) and (b) shall also include (i) within the “materials” product family, each of (x) the bare wafers and (y) the epitaxial wafers, lines of business and (ii) within the “power devices” product family, each of (w) dies, (x) the Schottky diodes, (y) the metal oxide semiconductor field effect transistors (MOSFETs) and (z) the power modules, lines of business.

“Purchase Agreements” means those certain purchase agreements, dated March 19, 2026, by and between the Issuer, the Guarantor and the initial investors in the Notes, providing for the purchase and sale of the Initial Notes.

“Qualified Equity Interests” means any Equity Interest other than Disqualified Stock.

“Qualified Successor Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity shall also constitute a Qualified Successor Entity with respect to such Business Combination Event if either (a) such Business Combination Event is an Exempted Fundamental Change; or (b) both of the following conditions are satisfied: (i) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated as a corporation or is a direct or indirect, wholly owned subsidiary of, and disregarded as an entity separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Issuer has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the Code, for Holders or beneficial owners of the Notes; and (ii) such Business Combination Event constitutes a Common Stock Change Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes, (y) organized under the laws of the United States, any State thereof or the District of Columbia, and (z) the direct or indirect parent of the limited liability company, limited partnership or similar entity.

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“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Note Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“Redemption Date” means the date fixed, pursuant to Section 4.03(E), for the settlement of the redemption of any Notes by the Issuer pursuant to a Redemption.

“Redemption Notice Date” means the date on which the Issuer sends the Redemption Notice for a Redemption pursuant to Section 4.03(G).

“Redemption Price” means the cash price determined and payable by the Issuer to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(F).

“Refinance” has the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

“Regular Record Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on March 15, the immediately preceding March 1; and (B) if such Interest Payment Date occurs on September 15, the immediately preceding September 1.

“Renesas” means Renesas Electronics Corporation and its wholly-owned subsidiaries.

“Renesas Warrants” means those certain warrants to purchase shares of Common Stock issued to Renesas Electronics America Inc. by the Issuer on the Emergence Date.

“Repurchase Upon Fundamental Change” means the repurchase of any Note by the Issuer pursuant to Section 4.02.

“Requirement of Law” means, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“Responsible Officer” means (A) any officer within the corporate trust department of the Trustee (or any successor group of the Trustee); and (B) with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, in each case, who shall have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

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“Restricted Note Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted Share Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“S&P” means S&P Global Ratings, and any successor to the ratings business thereof.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “Scheduled Trading Day” means a Business Day.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Non-Renesas Notes” means $331,375,000 aggregate principal amount of 2.5% Convertible Second Lien Senior Secured Notes due 2031 issued by the Issuer pursuant to the Second Lien Non-Renesas Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Second Lien Non-Renesas Notes Indenture, as may be further amended and supplemented from time to time.

“Second Lien Non-Renesas Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the Second Lien Non-Renesas Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of Second Lien Non-Renesas Notes Indenture.

“Second Lien Non-Renesas Notes Indenture” means an indenture, dated as of the Emergence Date, among the Issuer, the Subsidiary Guarantors party thereto from time to time, the Second Lien Non-Renesas Notes Collateral Agent and the Second Lien Non-Renesas Notes Trustee, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Second Lien Non-Renesas Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for Second Lien Non-Renesas Notes or its successors or assignees appointed pursuant to the terms of Second Lien Non-Renesas Notes Indenture.

“Second Lien Renesas Notes” means $203,599,000 aggregate principal amount of 2.5% Convertible Second Lien Senior Secured Notes due 2031 issued by the Issuer pursuant to the Second Lien Renesas Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Second Lien Renesas Notes Indenture, as may be further amended and supplemented from time to time.

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“Second Lien Renesas Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the Second Lien Renesas Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of Second Lien Renesas Notes Indenture.

“Second Lien Renesas Notes Indenture” means an indenture, dated as of the Emergence Date, among the Issuer, the Subsidiary Guarantors party thereto from time to time, the Second Lien Renesas Notes Collateral Agent and the Second Lien Renesas Notes Trustee, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Second Lien Renesas Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for Second Lien Renesas Notes or its successors or assignees appointed pursuant to the terms of Second Lien Renesas Notes Indenture.

“Second Lien Takeback Notes” means $296,401,000 aggregate principal amount of 7.00%/12.00% Second Lien Senior Secured Notes due 2031 issued by the Issuer pursuant to the Second Lien Takeback Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Second Lien Takeback Notes Indenture, as may be further amended and supplemented from time to time.

“Second Lien Takeback Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the Second Lien Takeback Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of Second Lien Takeback Notes Indenture.

“Second Lien Takeback Notes Indenture” means an indenture, dated as of the Emergence Date, among the Issuer, the Subsidiary Guarantors party thereto from time to time, the Se

SEC Form 424B3 filed by Wolfspeed Inc.