Synnex (SNX)

CONTINGENT INTEREST

Section 14.01 Contingent Interest.

(a) The Company shall pay Contingent Interest with respect to the Notes for any Contingent Interest Period if the average Trading Price of Notes for the ten consecutive Trading Days ending on the Trading Day immediately preceding the first day of the relevant Contingent Interest Period equals or exceeds 120% of the principal amount of such Notes.

(b) The amount of Contingent Interest payable per $1,000 principal amount of Notes in respect of any Contingent Interest Period shall equal 0.55% per annum calculated on the average Trading Price of $1,000 principal amount of Notes during the relevant ten Trading Day period used to determine whether Contingent Interest must be paid.

(c) The Company shall be responsible for calculating the amounts of Contingent Interest, if any, accrued on the Notes. The Company shall make any such calculations using the Trading Price provided by the Trustee. The Trustee shall be entitled in its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee’s duties pursuant to this Article 14, and the Company agrees, if requested by the Trustee, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Article 14.

Section 14.02 Payment of Contingent Interest. Payments of Contingent Interest shall be made in the same manner, at the same time, and subject to the same restrictions, including those restrictions in respect of accrued and unpaid interest on any Notes that are submitted for conversion, as payments of interest.

Section 14.03 Contingent Interest Notification. Upon the determination that Contingent Interest is payable, the Company shall notify holders of Notes that holders of Notes shall be entitled to receive Contingent Interest in respect of a Contingent Interest Period, in no event later than the first Business Day of a Contingent Interest Period for which Contingent Interest shall be payable, by publishing a notice in a newspaper of general circulation in The City of New York or publish such information on its website or through such other public medium as the Company may use at that time.

43