InterDigital, Inc. Form SC TO-I/A Filed 2023-02-06

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

InterDigital, Inc.
(Name of Subject Company (Issuer))

InterDigital, Inc.
(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.01 per share
(Title of Class of Securities)

45867G101
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Joshua D. Schmidt, EVP, Chief Legal Officer and Corporate Secretary
InterDigital, Inc.
200 Bellevue Parkway, Suite 300
Wilmington, DE 19809-3727
(302) 281-3600

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)

Copies to:

David S. Huntington, Esq.
David A.P. Marshall, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000

Marisa D. Stavenas
John G. O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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Check the appropriate boxes below to designate any transactions to which the statement relates:

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Third-party tender offer subject to Rule 14d-1.

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Issuer tender offer subject to Rule 13e-4.

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Going-private transaction subject to Rule 13e-3.

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Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by InterDigital, Inc., a Pennsylvania corporation (the “Company”), on January 23, 2023 (the “Schedule TO”) in connection with the offer by the Company to purchase for cash up to $200,000,000 of its common stock, $0.01 par value per share (the “shares”).

The Company’s offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 23, 2023, and previously filed as Exhibit (a)(1)(i) to the Schedule TO (the “Original Offer to Purchase”) as amended and supplemented by this Amendment No. 1 and the Supplement to Offer to Purchase, dated February 6, 2023 and filed herewith as Exhibit (a)(1)(ix) (the “Supplement” and, together with the Original Offer to Purchase, the “Offer to Purchase”), and in the related Amended Letter of Transmittal, dated February 6, 2023, a copy of which is filed herewith as Exhibit (a)(1)(x) (the “Amended Letter of Transmittal,” and together with the Offer to Purchase, the “Offer Documents”).

The purpose of this Amendment No. 1 is to amend the Offer as described in the press release filed herewith as Exhibit (a)(5)(vi). On February 6, 2023, the Company announced that it has amended its previously announced modified “Dutch auction” tender offer to increase the price range at which it will purchase shares, to a purchase price of not less than $65.25 and not more than $75.00 per share, to the seller in cash, less any applicable withholding taxes and without interest. The Nasdaq Global Select Market (“Nasdaq”) closing price of the shares on February 3, 2023, the last full trading day preceding the filing of this Amendment No. 1, was $71.29.

This Amendment No. 1 is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as specifically provided herein, the information contained in the Schedule TO and the Original Offer to Purchase and the other Offer Documents that constitute part of the Offer remain unchanged. The information contained in the Offer to Purchase and the Amended Letter of Transmittal is incorporated herein by reference in response to all of the items of the Schedule TO as more particularly described below. Such information amends and supplements the information previously incorporated by reference in the Schedule TO. This Amendment No. 1 should be read in conjunction with the Schedule TO, the Original Offer to Purchase, the Supplement, the Amended Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every item in the Schedule TO is automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings ascribed to such terms in the Offer to Purchase.

Items 1 through 11.

Items 1 through 11, inclusive, of the Schedule TO are hereby amended and supplemented to reflect the amendment of the Original Offer to Purchase and the information in the related Offer Documents as follows:

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all references to the price range for the Offer or the price at which the Company is offering to purchase shares now mean a price of not less than $65.25 and not more than $75.00 per share (previously not less than $60.00 and not more than $69.00 per share);

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all references to the minimum price or minimum Purchase Price in the Offer (previously $60.00 per share) now mean a minimum price or minimum Purchase Price of $65.25 per share;

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all references to the maximum price or maximum Purchase Price in the Offer (previously $69.00 per share) now mean a maximum price or maximum Purchase Price of $75.00 per share;

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all references to the approximate number of shares to be purchased under the Offer, if the Offer is fully subscribed at a minimum Purchase Price of $65.25, now mean 3,065,134 shares (and such number of shares represents approximately 10.3% of the Company’s issued and outstanding shares as of January 19, 2023, excluding Potential Shares);

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all references to the approximate number of shares to be purchased under the Offer, if the Offer is fully subscribed at a maximum Purchase Price of $75.00, now mean 2,666,666 shares (and such

number of shares represents approximately 9.0% of the Company’s issued and outstanding shares as of January 19, 2023, excluding Potential Shares);

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all references to the closing market price for the shares now mean a closing market price of $71.29 per share on February 3, 2023, the last full trading day before the announcement of the amendment of the Offer;

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the “High” price in “First Quarter” under “2023” in Section 8 of the Original Offer to Purchase captioned “Price Range of Shares; Dividends” is changed to $72.61 and the reference to “through January 20, 2023” is changed to “through February 3, 2023”; and

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all references to the Letter of Transmittal now include the Amended Letter of Transmittal, and all references to the Notice of Guaranteed Delivery now include the Amended Notice of Guaranteed Delivery.

In addition, the information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is being amended and/or supplemented by the Supplement, filed herewith as Exhibit (a)(1)(vii), and the related Amended Letter of Transmittal, filed herewith as Exhibit (a)(1)(viii), each of which is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:

	(a)(1)(ix)			Supplement to Offer to Purchase, dated February 6, 2023.
	(a)(1)(x)			Form of Amended Letter of Transmittal.
	(a)(1)(xi)			Amended Notice of Guaranteed Delivery.
	(a)(1)(xii)			Amended letter to brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023.
	(a)(1)(xiii)			Amended letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023.
	(a)(1)(xiv)			Amended direction letter for use by participants in the InterDigital, Inc. Savings and Protection Plan.
	(a)(5)(vi)			Press release announcing amendment to the Tender Offer, dated February 6, 2023 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 6, 2023).

Item 13. Information Required by Schedule 13E-3.

Not applicable.

Exhibit (a)(1)(ix)

INTERDIGITAL, INC.

Supplement to Offer to Purchase for Cash

Up to $200,000,000 of its Common Stock

To Increase the Purchase Price to Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share
CUSIP: 45867G101

The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

InterDigital, Inc., a Pennsylvania corporation (“InterDigital,” the “Company,” “we,” “us,” or “our”), hereby amends and supplements its offer to purchase for cash up to $200,000,000 of shares of its issued and outstanding common stock, par value $0.01 per share (the “shares”), to increase the purchase price to not less than $65.25 per share and not more than $75.00 per share (the price as determined as provided herein, the “Purchase Price”), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 23, 2023 (the “Original Offer to Purchase”) filed as an exhibit to the Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2023 (the “Tender Offer Statement”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement, filed with the Commission on February 6, 2023 (“Amendment No. 1”), this Supplement to the Offer to Purchase (the “Supplement,” and together with the Original Offer to Purchase, as each may be further amended or supplemented from time to time, the “Offer to Purchase”), the related Amended Letter of Transmittal and the other materials filed as exhibits to Amendment No. 1 that we have filed with the Commission (such materials, collectively, as they may be amended or supplemented from time to time, the “tender offer materials”). The terms and conditions set forth in the tender offer materials collectively constitute the “tender offer.”

The price range for the tender offer was originally set at a Purchase Price not less than $60.00 and not more than $69.00 per share to the seller in cash, less any applicable withholding taxes and without interest. As amended and supplemented, the price range for the tender offer is now set at a Purchase Price not less than $65.25 and not more than $75.00 per share to the seller in cash, less any applicable withholding taxes and without interest. The expiration of the tender offer is unchanged, and accordingly, the tender offer is scheduled to expire at 11:59 p.m., New York City time, on February 17, 2023.

Except to the extent amended and supplemented by this Supplement, the terms and conditions set forth in the Original Offer to Purchase remain applicable in all respects to the tender offer. This Supplement is a part of, and should be read in conjunction with, the Original Offer to Purchase, the Amended Letter of Transmittal and the other documents that constitute part of the tender offer. Where information in the Original Offer to Purchase, the Amended Letter of Transmittal and the other documents that constitute part of the tender offer is in conflict with, supplemented by or replaced by information in this Supplement, the information provided in this Supplement shall govern. Capitalized terms used in this Supplement, but not otherwise defined in this Supplement, shall have the meanings given to those terms in the Original Offer to Purchase.

Our shares are listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “IDCC.” On January 20, 2023, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the Nasdaq was $62.92 per share and on February 3, 2023, the last full trading day before we announced the increase in the range of the Purchase Price, the last reported sale price of the shares on the Nasdaq was $71.29. The minimum purchase price of $65.25 per share is below the closing price for the shares on February 3, 2023, the last full trading day before the amendment of the tender offer, and could be below the closing price of our common stock on the Expiration Date. Accordingly, an election to accept the Purchase Price determined in the tender offer or a tender of shares at a price at or below $71.25 may lower the Purchase Price to a price below such closing price

and could be below the reported closing price on the Expiration Date. Shareholders are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender their shares.

The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the Original Offer to Purchase. All references to the price range for the tender offer or the price at which the Company is offering to purchase shares now mean a price of not less than $65.25 and not more than $75.00 per share (previously not less than $60.00 and not more than $69.00 per share).

All references to the minimum price or minimum Purchase Price in the tender offer (previously $60.00 per share) now mean a minimum price or minimum Purchase Price of $65.25 per share.

All references to the maximum price or maximum Purchase Price in the tender offer (previously $69.00 per share) now mean a maximum price or maximum Purchase Price of $75.00 per share.

All references to the approximate number of shares to be purchased under the Offer, if the Offer is fully subscribed at a minimum Purchase Price of $65.25, now mean 3,065,134 shares (and such number of shares represents approximately 10.3% of the Company’s issued and outstanding shares as of January 19, 2023).

All references to the approximate number of shares to be purchased under the tender offer, if the tender offer is fully subscribed at a maximum Purchase Price of $75.00, now mean 2,666,666 shares (and such number of shares represents approximately 9.0% of the Company’s issued and outstanding shares as of January 19, 2023).

All references to the closing market price for the shares now mean a closing market price of $71.29 per share on February 3, 2023, the last full trading day before the announcement of the amendment of the tender offer.

The “High” price in “First Quarter” under “2023” in Section 8 of the Original Offer to Purchase captioned “Price Range of Shares; Dividends” is changed to $72.61 and the reference to “through January 20, 2023” is changed to “through February 3, 2023”.

All references to the Letter of Transmittal now include the Amended Letter of Transmittal, and all references to the Notice of Guaranteed Delivery now include the Amended Notice of Guaranteed Delivery.

In addition to the changes that we have described above, under the heading “Amendments to Specific Provisions,” below, we have indicated other specific provisions in the Original Offer to Purchase that are specifically amended by this Supplement and set forth the corresponding amendments.

SUMMARY OF THE AMENDED OFFER

We are providing this summary term sheet for your convenience. It highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the tender offer to the same extent described in the Original Offer to Purchase. We urge you to read carefully the entire Original Offer to Purchase, this Supplement, the related Amended Letter of Transmittal and the other tender offer materials because they contain the full details of the tender offer. We have included references to the sections of the Original Offer to Purchase where you will find a more complete discussion.

What will the Purchase Price for the shares be?

We are offering to purchase for cash up to $200,000,000 of our shares at a Purchase Price not less than $65.25 and not more than $75.00 per share (increased from a Purchase Price of not less than $60.00 and not more than $69.00 per share), less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase and the related Amended Letter of Transmittal.

If I tendered shares under the Original Offer to Purchase, do I need to do anything further?

If you already tendered shares and indicated that you would be willing to sell such shares to us at the final Purchase Price determined under the tender offer, or if your tender is within the amended price range for purchase and you do not wish to change your prior tender instruction, you do not need to take any further action. All previous tenders by stockholders who did not indicate that they would be willing to sell their shares at the final Purchase Price determined under the Offer and whose tender is not within the amended price range for purchase have been invalidated. Therefore, such stockholders, and any other stockholders who wish to tender their shares in the tender offer or change the number of shares or price at which they wish to tender such shares in the tender offer, must deliver an Amended Letter of Transmittal to the Depositary on or prior to the Expiration Date.

Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Date?

Yes. You may withdraw any shares you have tendered (including shares tendered before we amended the price range) at any time before the Expiration Date, which will occur at 11:59 p.m., New York City time, on February 17, 2023 (or the earlier deadline with respect to shares in the 401(k) Plan), unless we extend or withdraw the tender offer. If we have not accepted for payment the shares you have tendered to us by 11:59 p.m., New York City time, on March 20, 2023 (the 40th business day from the commencement of the tender offer), you may also withdraw your shares at that time. See Section 4 of the Original Offer to Purchase.

If you hold interests in shares through a broker, you must follow the broker’s procedures described in instructions that you will receive, which may include an earlier deadline for notifying the broker of your desire to withdraw your shares.

If you have previously tendered shares and you wish to either increase the number of shares tendered or change the indication of a specific price at which shares are being tendered, you must withdraw all previously tendered shares in accordance with the procedures described in Section 4 of the Original Offer to Purchase and submit a new and later-dated Amended Letter of Transmittal (which will supersede your original letter of transmittal) containing your new instructions in accordance with the procedures contained in Section 3 of the Original Offer to Purchase, or if you hold interests in shares through a broker, you must follow the broker’s procedures given to you by such party or contact such party and request that your prior instructions with respect to your tendered shares be changed.

How long do I have to tender my shares?

You may tender your shares until the Expiration Date (or the earlier deadline with respect to shares in the 401(k) Plan). The Expiration Date is at 11:59 p.m., New York City time, on February 17, 2023, unless we extend or withdraw the tender offer. We may choose to extend the tender offer at any time and for any reason. We cannot assure you that the tender offer will be extended or, if extended, for how long. See Section 1 and Section 14 of the Original Offer to Purchase. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that, for administrative reasons, such nominee has an earlier

deadline that must be met for your shares to be tendered by the Expiration Date. Accordingly, beneficial owners wishing to participate in the tender offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the tender offer.

If you hold shares in the 401(k) Plan and you wish to instruct the trustee of the 401(k) Plan to tender shares related to your individual account, you must follow the procedures described in the separate instructions that you will receive, and instruct the trustee of the 401(k) Plan to tender shares related to your individual account thereunder by 5:00 p.m., New York City time, on February 14, 2023.

How do I withdraw shares I previously tendered?

You must deliver on a timely basis a written notice of your withdrawal to the Depositary at the address appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of such shares. Additional requirements will apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3 of the Original Offer to Purchase. See Section 4 of the Original Offer to Purchase.

If you participate in the 401(k) Plan and are invested in shares that are held by the trustee of the plan, you will need to carefully review the materials provided by or on behalf of the trustee for instructions on how to effect a withdrawal of your instructions to tender shares.

What is a recent market price for the shares?

On January 20, 2023, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the Nasdaq was $62.92 per share and on February 3, 2023, the last full trading day before we announced the increase in the range of Purchase Price, the closing price of the shares on the Nasdaq was $71.29 per share, which is above the $65.25 per share lower end of the price range for the tender offer. Accordingly, an election to accept the Purchase Price determined in the tender offer or a tender of shares at a price at or below $71.25 may lower the Purchase Price to a price below such closing price and could be below the reported closing price on the Expiration Date. You are urged to obtain current market quotations for the shares. See Section 8.

To whom can I talk if I have questions?

The Information Agent can help answer your questions. The Information Agent for the tender offer is D.F. King & Co., Inc. Please call (800) 549-6864 Monday through Friday from 10:00 a.m. to 4:00 p.m. New York City time.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Supplement and the Original Offer to Purchase and the documents incorporated by reference into the Original Offer to Purchase contain forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The Company’s accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of the Company’s 2021 Annual Report on Form 10-K, are inherently forward-looking. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

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unanticipated delays, difficulties or accelerations in the execution of patent license agreements;

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our ability to leverage our strategic relationships and secure new patent license agreements on acceptable terms;

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our ability to enter into sales and/or licensing partnering arrangements for certain of our patent assets;

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our ability to enter into partnerships with leading inventors and research organizations and identify and acquire technology and patent portfolios that align with our roadmap;

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our ability to commercialize our technologies and enter into customer agreements;

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the failure of the markets for our current or new technologies or products to materialize to the extent or at the rate that we expect;

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unexpected delays or difficulties related to the development of our technologies or products;

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changes in our interpretations of, and assumptions and calculations with respect to the impact on us of, the 2017 Tax Cuts and Jobs Act, as well as further guidance that may be issued regarding such act;

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risks related to the Company’s assumptions and application of relevant accounting standards;

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risks related to the potential impact of new accounting standards on our financial position, results of operations or cash flows;

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failure to accurately forecast the impact of our restructuring activities on our financial statements and our business;

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the resolution of current legal proceedings, including any awards or judgments relating to such proceedings, additional legal or regulatory proceedings, changes in the schedules or costs associated with legal proceedings or adverse rulings in such proceedings;

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the timing and impact of potential administrative and legislative matters;

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changes or inaccuracies in market projections;

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our ability to obtain liquidity through debt and equity financings;

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the potential effects that corresponding macroeconomic uncertainty could have on our financial position, results of operations and cash flows;

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changes in our business strategy; and

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risks relating to share repurchase programs approved by the Board of Directors, including our existing share repurchase program, which currently authorizes the outstanding repurchase authority of up to $400,000,000 in aggregate purchase price of our outstanding common stock.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Company’s 2021 Annual Report on Form 10-K and Part II, Item 1A. “Risk Factors” and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, of the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively, each of which has been filed with the SEC and is incorporated herein by reference.

The foregoing factors should not be construed as exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New factors emerge from time to time and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

AMENDMENTS TO SPECIFIC PROVISIONS

3. Procedures for Tendering Shares.

In addition to the changes that we have described above. Sections 3, 8 and 10 of the Original Offer to Purchase are further amended as follows:

The section titled “Procedures for Tendering Shares” in Section 3 of the Original Offer to Purchase is hereby amended to add the following:

As the price range of the tender offer has been increased as described above, stockholders who have already tendered shares and indicated that they would be willing to sell their tendered shares to us at the final Purchase Price determined by us under the tender offer, or whose tender is within the amended price range for purchase and who do not wish to change their prior tender instruction, do not need to take any further action. All previous tenders by stockholders who did not indicate that they would be willing to sell their shares at the final Purchase Price determined under the tender offer and whose tenders are not within the amended price range for purchase have been invalidated. Therefore, such stockholders, and any other stockholders who wish to tender their shares in the tender offer, or change the number of shares or price at which they wish to tender such shares in the tender offer, must deliver an Amended Letter of Transmittal to the Depositary on or prior to the Expiration Date.

8. Price Range of Shares; Dividends.

The section titled “Price Range of Shares: Dividends” in Section 8 of the Original Offer to Purchase is hereby amended and restated to read in its entirety as follows:

The shares are listed and traded on Nasdaq under the trading symbol “IDCC.” The following table sets forth, for each of the periods indicated, the high and low sales prices of the shares as reported on Nasdaq.

	Market Price						Dividends
	High			Low
2021
First Quarter		$	69.02		$	59.93		$	0.35
Second Quarter			85.75			63.74			0.35
Third Quarter			75.25			63.34			0.35
Fourth Quarter			74.27			65.79			0.35
2022
First Quarter		$	73.97		$	61.36		$	0.35
Second Quarter			67.14			56.13			0.35
Third Quarter			64.00			40.23			0.35
Fourth Quarter			51.48			43.87			0.35
2023
First Quarter (through February 3, 2023)		$	72.61		$	52.13		$	0.35

(1)

On December 2, 2022, we announced that our Board of Directors had declared a regular quarterly cash dividend payable on January 25, 2023 to stockholders of record at the close of business on January 11, 2023.

tender offer, and could be below the closing price of our common stock on the Expiration Date. We urge stockholders to obtain current market quotations for the shares before deciding whether to tender their shares and at what price.

Any dividend payment must be approved by the Company’s Board of Directors. In determining whether to pay any dividend, our Board of Directors may consider the Company’s earnings, financial condition, capital resources and capital requirements, alternative uses of capital, restrictions imposed by any existing debt, economic conditions and other factors considered relevant by our Board of Directors. As a result of the tender offer, the Company may, among other things, have less flexibility in relation to future dividends and share repurchases.

On December 2, 2022, the Company announced a quarterly cash dividend of $0.35 per share. The dividend was paid on January 25, 2023 to each shareholder of record as of the close of business on January 11, 2023.

10. Certain Information Concerning Us.

The table in the section titled “Incorporation by Reference” in Section 10 of the Original Offer to Purchase is hereby amended to add the additional filings as follows:

Current Reports on Form 8-K

January 31, 2023 and February 6, 2023.

16. Miscellaneous.

In making the tender offer, we are not aware of any U.S. State where the making of the tender offer is not in compliance with applicable law. If, however, we become aware that the making of the tender offer or the acceptance of shares pursuant to the tender offer is not permitted by administrative or judicial action pursuant to a U.S. State statute (“State Law”), we will make a good faith effort to comply with such applicable State Law. If, after such good faith effort, we cannot comply with the applicable State Law, the tender offer will not be made to the holders of shares in that U.S. State. In making the tender offer, we will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Exchange Act. In any U.S. State where the securities or Blue Sky laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such U.S. State. Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

We have not made any recommendation as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representations in connection with the tender offer other than those contained in this document or documents incorporated by reference or in the related Amended Letter of Transmittal. If given or made, any recommendation or any such information or representations must not be relied upon as having been authorized by us, the Dealer Manager, the Information Agent, the Depositary or any of our or their respective affiliates.

InterDigital, Inc.

February 6, 2023

The Amended Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address set forth below.

The Depositary for the Tender Offer is:

American Stock Transfer & Trust Company, LLC

If delivering by mail or hand, express mail, courier or any other expedited service:

By 11:59 p.m. NYC time on Expiration Date
American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

DELIVERY OF THE AMENDED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of this Supplement, the Original Offer to Purchase, the related Amended Letter of Transmittal, the Amended Notice of Guaranteed Delivery or the other tender offer materials may be directed to the Information Agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer. To confirm delivery of shares, stockholders are directed to contact the Depositary.

The Dealer Manager for the Tender Offer is:

Jefferies LLC

520 Madison Avenue
New York, New York 10022
(877) 821-7388

The Information Agent for the Tender Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 549-6864
Email: idcc@dfking.com

Exhibit (a)(1)(x)

AMENDED LETTER OF TRANSMITTAL

To Tender Shares of Common Stock
Pursuant to the Offer to Purchase Dated January 23, 2023
and the Supplement to Offer to Purchase Dated February 6, 2023
by
INTERDIGITAL, INC.
of
Up to $200,000,000 of its Common Stock
At a Purchase Price Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share

The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

Mail or deliver this Amended Letter of Transmittal, together with any certificate(s) representing your shares, to:

American Stock Transfer & Trust Company, LLC

If delivering by mail or hand, express mail, courier or any other expedited service:
By 11:59 p.m. NYC time on Expiration Date
American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

Phone: (718) 921-8317 Toll-free (877) 248-6417

Description of Shares Tendered

Name(s) and Address(es) of Registered
Owner(s)
(If blank, please fill in exactly as name(s)
appear(s) on
Share Certificate(s))

Shares Surrendered
(Attach additional list if necessary)

Certificate
Number(s)
and/or indicate
Book- Entry

Total Number
of Shares
Represented
by
Certificate(s)(1)

Book-Entry
Shares
Tendered(2)

Total Number
of
Shares
Tendered

Total Shares

(1)

If you wish to tender fewer than all shares represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares represented by share certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

(2)

If shares are held in book-entry form you must indicate the number of shares you are tendering.

Delivery of this Amended Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) to an address other than as set forth above will not constitute a valid delivery to American Stock Transfer & Trust Company, LLC (the “Depositary”) and D.F. King & Co., Inc., the information agent for the tender offer (the “Information Agent”). Deliveries to InterDigital, Inc. (the “Company”), Jefferies LLC, the dealer manager for the tender offer (the “Dealer Manager”) or to The Depository Trust Company (“DTC,” which is hereinafter referred to as the “Book-Entry Transfer Facility”) will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary. Each

of the Offer to Purchase, dated January 23, 2023, and the Supplement to Offer to Purchase, dated February 6, 2023 (collectively, as they may be amended or supplemented from time to time, the “Offer to Purchase”) and the instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Stockholders who have already tendered shares to the Company and indicated that they would be willing to sell their tendered shares at the final Purchase Price determined by the Company under the tender offer, or whose tender is within the amended price range for purchase and who do not wish to change their tender, do not need to take any further action. All previous tenders by stockholders who did not indicate that they would be willing to sell their shares at the final Purchase Price determined under the tender offer and whose tender is not within the amended price range for purchase have been invalidated. Therefore, such stockholders, and any other stockholders who wish to tender their shares or change the number of shares or the price at which they wish to tender such shares in the tender offer, must deliver an Amended Letter of Transmittal to the depositary for the tender on or prior to the Expiration Date.

This Letter of Transmittal is to be used only if certificates for shares are to be forwarded herewith or if shares are held in book-entry form on the records of the Depositary.

Please note the following:

1. If you want to participate in the tender offer and wish to maximize the chance of having the Company accept for payment shares you are tendering, you should check the box marked “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the Purchase Price determined by the Company in accordance with the terms of the tender offer, your shares will be deemed to be tendered at the minimum price of $65.25 per share. You should understand that this election may lower the Purchase Price and could result in your shares being purchased at $65.25 per share, which is the low end of the price range in the tender offer, less any applicable withholding taxes and without interest. The low end of the price range in the tender offer is below the last reported sale price of the shares on the Nasdaq on February 3, 2023, the last full trading day prior to the amendment of the tender offer, which was $71.29 per share. Accordingly, an election to accept the Purchase Price determined in the tender offer may lower the Purchase Price to a price below such closing price and could be below the reported closing price on the Expiration Date.

2. If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER” below and complete the other portions of this Letter of Transmittal as appropriate.

3. If you desire to tender shares in the tender offer, but you cannot deliver your shares and all other required documents to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or cannot comply with the procedures for book-entry transfer on a timely basis, you must tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

4. If any certificate evidencing the shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should call American Stock Transfer & Trust Company, LLC, as Depositary, at toll-free (877) 248-6417 or (718) 921-8317, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Depositary immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 13.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1)

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER,” the undersigned tenders shares at the price checked. This action could result in none of the shares tendered hereby being purchased if the Purchase Price determined by the Company in accordance with the terms of the tender offer is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER DIFFERENT SHARES AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH TENDER. The same shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

☐ $65.25

☐ $65.50

☐ $65.75

☐ $66.00

☐ $66.25

☐ $66.50

☐ $66.75

☐ $67.00

☐ $67.25

☐ $67.50

☐ $67.75

☐ $68.00

☐ $68.25

☐ $68.50

☐ $68.75

☐ $69.00

☐ $69.25

☐ $69.50

☐ $69.75

☐ $70.00

☐ $70.25

☐ $70.50

☐ $70.75

☐ $71.00

☐ $71.25

☐ $71.50

☐ $71.75

☐ $72.00

☐ $72.25

☐ $72.50

☐ $72.75

☐ $73.00

☐ $73.25

☐ $73.50

☐ $73.75

☐ $74.00

☐ $74.25

☐ $74.50

☐ $74.75

☐ $75.00

—OR—

(2)

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (SEE INSTRUCTION 5)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER,” the undersigned tenders shares at the Purchase Price, as shall be determined by the Company in accordance with the terms of the tender offer. For purposes of determining the Purchase Price, those shares that are tendered by the undersigned agreeing to accept the Purchase Price determined in the tender offer will be deemed to be tendered at the minimum price of $65.25 per share.

☐

The undersigned wants to maximize the chance of having the Company purchase shares the undersigned is tendering (subject to the proration, conditional tender and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $65.25 PER SHARE, A PRICE THAT IS BELOW THE CLOSING PRICE FOR THE SHARES ON FEBRUARY 3, 2023, THE LAST FULL TRADING DAY BEFORE AMENDMENT OF THE TENDER OFFER AND COULD BE BELOW THE CLOSING PRICE OF THE COMMON STOCK ON THE EXPIRATION DATE.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED
ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

		NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
		ODD LOTS (See Instruction 6)
		To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned:
		☐ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

		CONDITIONAL TENDER (See Instruction 14)
		A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.
		☐ The minimum number of shares that must be purchased, if any are purchased, is: shares.
		If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:
		☐ The tendered shares represent all shares held by the undersigned.

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 7, 8 and 9)
		To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be issued in the name of someone other than the undersigned.
		Name(s)			(Please Print)
		Address(es)

		(RECIPIENT MUST COMPLETE AND RETURN THE ATTACHED IRS FORM W-9 OR AN APPLICABLE IRS FORM W-8)

		SPECIAL DELIVERY INSTRUCTIONS
		To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).
		Name(s)			(Please Print)
		Address(es)

		SIGN HERE (Please also complete the attached IRS Form W-9 or an applicable IRS Form W-8)

		(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.)
		Signature of Owner:


		Signature of Owner:
		Name(s):			(Please Print)

		Dated:
		Capacity (full title):
		Address:

		(MAKE ANY ADDRESS CORRECTION, THIS WILL BE A PERMANENT ADDRESS CHANGE) APPLY MEDALLION GUARANTEE STAMP BELOW

Ladies and Gentlemen:

The undersigned hereby tenders to InterDigital, Inc., a Pennsylvania corporation (the “Company”), the above-described shares of common stock, $0.01 par value per share (the “shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 23, 2023 (and the Supplement to Offer to Purchase, dated February 6, 2023 (collectively, as amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, which collectively with this Amended Letter of Transmittal, as amended or supplemented from time to time (this “Letter of Transmittal”), constitute the “tender offer”. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares following the expiration of the tender offer subject to applicable legal and regulatory requirements.

Subject to, and effective upon, acceptance for payment of and payment for the shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(1) deliver certificates for such shares, or transfer ownership of such shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company;

(2) present such shares for transfer and cancellation on the books of the Company; and

(3) cause the Company to receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the tender offer.

The undersigned understands, upon the terms and subject to the conditions of the tender offer, that the Company will determine a single per share purchase price (the “Purchase Price”), which will not be less than $65.25 per share and not more than $75.00 per share, that will allow it to purchase a number of shares having an aggregate purchase price of $200,000,000, or a lower amount depending on the number of shares properly tendered and not properly withdrawn pursuant to the tender offer, or a higher amount, if we exercise our right to accept for purchase up to an additional 2% of our outstanding shares without extending the tender offer. The undersigned understands that the Company will select the lowest Purchase Price (in multiples of $0.25) within the price range specified above that will allow the Company to purchase that number of shares having an aggregate purchase price of $200,000,000, or a lower amount depending on the number of shares properly tendered and not properly withdrawn pursuant to the tender offer, at a price which will be not less than $65.25 per share and not more than $75.00 per share in the tender offer, subject to its right to increase the total number of shares purchased to the extent permitted by law and regulation. The undersigned understands that all shares properly tendered and not properly withdrawn will be purchased at the Purchase Price, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the tender offer, including its proration provisions, “odd lot” provisions and conditional tender provisions. The Company will return at its expense all other shares, including shares tendered at prices greater than the Purchase Price and not properly withdrawn and shares not purchased because of proration or conditional tenders, promptly following the Expiration Date (as defined in the Offer to Purchase).

The undersigned hereby represents and warrants that the undersigned:

(1) has a net long position in shares at least equal to the number of shares being tendered;

(2) has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for payment by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and

(3) will, upon request, execute and deliver all additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby.

The undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the tender offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The undersigned acknowledges that under no circumstances will the Company pay interest on the Purchase Price.

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the tender offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the Purchase Price of any shares purchased (less any applicable withholding taxes), and return any shares not tendered or not purchased, in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Purchase Price of any shares purchased (less any applicable withholding taxes) and any certificates for shares not tendered or not purchased to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the

Purchase Price of any shares purchased (less any applicable withholding taxes) and return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that the Company has no obligation, pursuant to the “Special Payment Instructions,” to transfer any shares from the name of the registered holder(s) thereof, if the Company does not accept for payment any of the shares so tendered.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Tender Offer

1. Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the shares exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal or (b) in the case of book-entry shares, on the records of the Depositary, and payment and delivery are to be made directly to such registered holder and such registered holder has not completed the box entitled “Special Payment Instructions”. See Instruction 7.

2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery Procedure. You must use this Letter of Transmittal to forward certificates for shares and to tender any/all shares held in book-entry form on the records of the Depositary (or if the certificates will be delivered pursuant to an Amended Notice of Guaranteed Delivery previously sent to the Depositary). Certificates for all physically tendered shares along with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the expiration date.

LETTERS OF TRANSMITTAL MUST BE RECEIVED IN THE OFFICE OF THE DEPOSITARY BY 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE OF THE TENDER OFFER. DELIVERY OF THESE DOCUMENTS TO THE DEPOSITARY’S ADDRESS ON THE EXPIRATION DATE DOES NOT CONSTITUTE RECEIPT BY THE DEPOSITARY.

Guaranteed Delivery. If you cannot deliver your shares and all other required documents to the Depositary by the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:

(a) such tender must be made by or through an Eligible Institution;

(b) a properly completed and duly executed Amended Notice of Guaranteed Delivery substantially in the form provided by the Company must be received by the Depositary by the Expiration Date, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Amended Notice of Guaranteed Delivery; and

(c) the certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message and any other documents required by this Letter of Transmittal, must be received by the Depositary within two Nasdaq Global Select Market trading days after the Expiration Date, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of all documents, including share certificates, is at your option and risk. If you choose to deliver the documents by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically permitted by Section 6 of the Offer to Purchase, the Company will not accept any alternative, conditional or contingent tenders, and no fractional shares will be purchased. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of the shares.

3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers and/or the number of shares on a separate signed schedule attached hereto.

4. Partial Tenders. If you wish to tender fewer than all of the shares represented by any certificates that you deliver to the Depositary, fill in the number of shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the tender offer. Unless you indicate otherwise, all shares represented by certificates delivered to the Depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility. In each case, shares will be returned or credited without expense to the stockholder.

5. Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the stockholder MUST either (1) check the box indicating the price per share at which such stockholder is tendering shares under the section captioned “Shares Tendered at Price Determined by Stockholder” or (2) check the box in the section captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” in order to maximize the chance of having the Company purchase the shares tendered (subject to the proration, conditional tender and “odd lot” priority provisions). For purposes of determining the Purchase Price, shares that are tendered by stockholders agreeing to accept the Purchase Price determined in the tender offer will be deemed to be tendered at the minimum price of $65.25 per share. Selecting option (1) could result in none of the stockholder’s tendered shares being purchased if the Purchase Price for the shares turns out to be less than the price selected by the stockholder. Selecting option (2) may lower the Purchase Price paid for shares in the tender offer and could result in the stockholder receiving the minimum price of $65.25 per share. Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, there is no proper tender of shares. A stockholder wishing to tender portions of such stockholder’s share holdings at different prices must complete a separate Letter of Transmittal for each price at which such stockholder wishes to tender each such portion of such stockholder’s shares. The same shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.

6. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company purchases less than all shares tendered and not withdrawn before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Amended Notice of Guaranteed Delivery.

7. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

8. Stock Transfer Taxes. Except as provided in this Instruction 8, the Company will pay all stock transfer taxes, if any, payable on the transfer of any shares to the Company pursuant to the tender offer. If, however, payment of proceeds in respect of any shares purchased is to be made to, or shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or tendered shares are registered in the name of any person other than the name of the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the proceeds payable by the Depositary, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted prior to such payment.

9. Special Payment and Delivery Instructions. If the check for the Purchase Price of any shares purchased is to be issued, and any shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Delivery Instructions” and/or “Special Payment Instructions” on this Letter of Transmittal should be completed. Transfer taxes may apply if either the box captioned “Special Delivery Instructions” or “Special Payment Instructions” on this Letter of Transmittal is completed. See Instruction 8. There may be other tax implications resulting from the transfers; please consult your own tax advisor.

10. Withholding. Under U.S. federal income tax laws, the Depositary may be required to withhold a portion of the amount of any payments made to certain stockholders or other payees pursuant to the tender offer. In order to avoid such backup withholding (currently at a rate of 24%), each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes) must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain stockholders or payees (including, among others, most corporations and certain foreign

persons) are not subject to these backup withholding requirements. Exempt stockholders or other payees that are United States persons (for U.S. federal income tax purposes) should indicate their exempt status on the attached IRS Form W-9.

A tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) should complete, sign, and submit to the Depositary the appropriate IRS Form W-8. An IRS Form W-8 may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at http://www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount otherwise payable pursuant to the tender offer. Stockholders are urged to consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

As described in the Offer to Purchase, although not certain, it would be prudent to expect that the Depositary or other applicable withholding agent generally will withhold U.S. federal withholding tax at a rate of 30% from any payments made pursuant to the tender offer to a tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) unless such withholding agent receives documentation pursuant to which it may determine that a reduced rate of, or exemption from, such withholding applies. Stockholders or other payees that are foreign persons (for U.S. federal income tax purposes) are urged to consult their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the tender offer.

11. Irregularities. The Company will determine all questions as to Purchase Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares. The Company reserves the right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defect or irregularity in the tender of any particular shares. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager, the Information Agent, the Depositary or any other person is or will be under any duty to give notification of any defect or irregularity in tenders, and none of them will incur any liability for failure to give any such notice.

12. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at its address and telephone number set forth below.

13. Lost, Stolen, Destroyed or Mutilated Certificates. If your certificate or certificates for part or all of your shares has been lost, stolen, destroyed or mutilated, you should call American Stock Transfer & Trust Company, LLC, as Depositary, at toll-free (877) 248-6417 or (718) 921-8317 regarding the requirements for replacement at the address set forth on the cover page of this Letter of Transmittal. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Depositary immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation.

14. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Amended Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Amended Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have

Form W-9Request for Taxpayer (Rev. October 2018)Identification Number and Certification Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. Internal Revenue Service Give Form to the requester. Do not send to the IRS. 1Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2Business name/disregarded entity name, if different from above 3.3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the4 Exemptions (codes apply only to page following seven boxes.certain entities, not individuals; see instructions on page 3): onIndividual/sole proprietor orC CorporationS CorporationPartnershipTrust/estate type.single-member LLCExempt payee code (if any) Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) orNote: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not checkExemption from FATCA reporting InstructionsLLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC iscode (if any) Printanother LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that Specificis disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions.Requester’s name and address (optional) See 6 City, state, and ZIP code 7 List account number(s) here (optional) Part ITaxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Part IICertification Social security number –– or Employer identification number – Under penalties of perjury, I certify that: 1.The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2.I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3.I am a U.S. citizen or other U.S. person (defined below); and 4.The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. SignSignature of HereU.S. person Date General Instructions• Form 1099-DIV (dividends, including those from stocks or mutual Section references are to the Internal Revenue Code unless otherwisefunds) • Form 1099-MISC (various types of income, prizes, awards, or gross noted. proceeds) Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.irs.gov/FormW9. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an• Form 1098 (home mortgage interest), 1098-E (student loan interest), information return with the IRS must obtain your correct taxpayer1098-T (tuition) identification number (TIN) which may be your social security number• Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption• Form 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number Use Form W-9 only if you are a U.S. person (including a resident (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of informationalien), to provide your correct TIN. returns include, but are not limited to, the following.If you do not return Form W-9 to the requester with a TIN, you might • Form 1099-INT (interest earned or paid)be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231XForm W-9 (Rev. 10-2018)

FormW-9 (Rev. 10-2018) Page 2 By signing the filled-out form, you: 1.Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2.Certify that you are not subject to backup withholding, or 3.Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4.Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: •An individual who is a U.S. citizen or U.S. resident alien; •A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; •An estate (other than a foreign estate); or •A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. •In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; •In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and •In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1.The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2.The treaty article addressing the income. 3.The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4.The type and amount of income that qualifies for the exemption from tax. 5.Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1.You do not furnish your TIN to the requester, 2.You do not certify your TIN when required (see the instructions for Part II for details), 3.The IRS tells the requester that you furnished an incorrect TIN, 4.The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5.You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

FormW-9 (Rev. 10-2018) Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.Specific InstructionsLine 1You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.b.Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c.Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.d.Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e.Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.Line 3Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 isTHEN check the box for . . .a(n) . . .•CorporationCorporation•IndividualIndividual/sole proprietor or single-•Sole proprietorship, ormember LLC•Single-member limited liabilitycompany (LLC) owned by anindividual and disregarded for U.S.federal tax purposes.•LLC treated as a partnership forLimited liability company and enterU.S. federal tax purposes,the appropriate tax classification.•LLC that has filed Form 8832 or(P= Partnership; C= C corporation;2553 to be taxed as a corporation,or S= S corporation)or•LLC that is disregarded as anentity separate from its owner butthe owner is another LLC that isnot disregarded for U.S. federal taxpurposes.•PartnershipPartnership•Trust/estateTrust/estateLine 4, ExemptionsIf you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.Exempt payee code.•Generally, individuals (including sole proprietors) are not exempt from backup withholding. •Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. •Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. •Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)2—The United States or any of its agencies or instrumentalities3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities4—A foreign government or any of its political subdivisions, agencies, or instrumentalities5—A corporation6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession7—A futures commission merchant registered with the Commodity Futures Trading Commission8—A real estate investment trust9—An entity registered at all times during the tax year under the Investment Company Act of 194010—A common trust fund operated by a bank under section 584(a) 11—A financial institution12—A middleman known in the investment community as a nominee or custodian13—A trust exempt from tax under section 664 or described in section 4947

FormW-9 (Rev. 10-2018) Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.IF the payment is for . . .THEN the payment is exemptfor . . .Interest and dividend paymentsAll exempt payees exceptfor 7Broker transactionsExempt payees 1 through 4 and 6through 11 and all C corporations.S corporations must not enter anexempt payee code because theyare exempt only for sales ofnoncovered securities acquiredprior to 2012.Barter exchange transactions andExempt payees 1 through 4patronage dividendsPayments over $600 required to beGenerally, exempt payeesreported and direct sales over1 through 52$5,0001Payments made in settlement ofExempt payees 1 through 4payment card or third party networktransactions1See Form 1099-MISC, Miscellaneous Income, and its instructions. 2However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)B—The United States or any of its agencies or instrumentalitiesC—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalitiesD—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any stateG—A real estate investment trustH—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581K—A brokerL—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) planNote: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.Line 5Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.Line 6Enter your city, state, and ZIP code.Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.Signature requirements. Complete the certification as indicated in items 1 through 5 below.

FormW-9 (Rev. 10-2018) Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.You must give your correct TIN, but you do not have to sign the certification.2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.3.Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4.Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5.Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.What Name and Number To Give the RequesterFor this type of account:Give name and SSN of:1.IndividualThe individual2.Two or more individuals (jointThe actual owner of the account or, ifaccount) other than an accountcombined funds, the first individual onmaintained by an FFIthe account13.Two or more U.S. personsEach holder of the account(joint account maintained by an FFI)4.Custodial account of a minorThe minor2(Uniform Gift to Minors Act)5. a. The usual revocable savings trustThe grantor-trustee1(grantor is also trustee)The actual owner1b. So-called trust account that is nota legal or valid trust under state law6.Sole proprietorship or disregardedThe owner3entity owned by an individual7.Grantor trust filing under OptionalThe grantor*Form 1099 Filing Method 1 (seeRegulations section 1.671-4(b)(2)(i)(A))For this type of account:Give name and EIN of:8.Disregarded entity not owned by anThe ownerindividual9.A valid trust, estate, or pension trustLegal entity410.Corporation or LLC electingThe corporationcorporate status on Form 8832 orForm 255311.Association, club, religious,The organizationcharitable, educational, or other tax-exempt organization12.Partnership or multi-member LLCThe partnership13.A broker or registered nomineeThe broker or nominee For this type of account:Give name and EIN of:14. Account with the Department ofThe public entityAgriculture in the name of a publicentity (such as a state or localgovernment, school district, orprison) that receives agriculturalprogram payments15. Grantor trust filing under the FormThe trust1041 Filing Method or the OptionalForm 1099 Filing Method 2 (seeRegulations section 1.671-4(b)(2)(i)(B))1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s numbermust be furnished.2Circle the minor’s name and furnish the minor’s SSN. 3You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless thelegal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.*Note: The grantor also must provide a Form W-9 to trustee of trust.Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.Secure Your Tax Records From Identity TheftIdentity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.To reduce your risk:•Protect your SSN, •Ensure your employer is protecting your SSN, and •Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.For more information, see Pub. 5027, Identity Theft Information for Taxpayers.Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.Protect yourself from suspicious emails or phishing schemes.Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

FormW-9 (Rev. 10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (a)(1)(xi)

AMENDED NOTICE OF GUARANTEED DELIVERY

(Not to Be Used For Signature Guarantee)

To Tender Shares of Common Stock

Pursuant to the Offer to Purchase Dated January 23, 2023 and
and Supplement to Offer to Purchase Dated February 6, 2023
by
INTERDIGITAL, INC.
of
Up to $200,000,000 of its Common Stock
At a Purchase Price Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share

The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the tender offer (as defined below) if (1) certificates for shares of common stock, $0.01 par value per share, of InterDigital, Inc. and all other documents required by the Amended Letter of Transmittal (the “Letter of Transmittal”) cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or (2) the procedures for book-entry transfer cannot be completed on a timely basis. This form may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Tender Offer is:

American Stock Transfer & Trust Company, LLC

If delivering by mail or hand, express mail, courier or any other expedited service:

By 11:59 p.m. NYC time on Expiration Date
American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

Delivery of this Amended Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”) or of other instructions to an address or person, other than those shown above does not constitute a valid delivery. Deliveries to the Company, the Dealer Manager, the Information Agent or the Book-Entry Transfer Facility (as each is defined in the Offer to Purchase) will not constitute valid delivery to the Depositary.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

THE GUARANTEE ON PAGE 4 MUST BE COMPLETED.

Ladies and Gentlemen:

The undersigned hereby tenders to InterDigital, Inc. (the “Company”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 23, 2023 as amended by the Supplement to Offer to Purchase dated February 6, 2023 (collectively, as amended or supplemented from time to time, the “Offer to Purchase”), the related Letter of Transmittal and the other materials filed as exhibits to Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on February 6, 2023 (collectively, as they may be amended or supplemented from time to time, the “tender offer materials”) receipt of which is hereby acknowledged, the number (indicated below) of shares of common stock, $0.01 par value per share (the “shares”), of the Company, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. The terms and conditions set forth in the tender offer materials collectively constitute the “tender offer”.

NUMBER OF SHARES BEING TENDERED HEREBY: SHARES

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

(1)

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Pursuant to the Tender Offer,” the undersigned tenders shares at the price checked. This action could result in none of the shares tendered hereby being purchased if the Purchase Price determined by the Company in accordance with the terms of the tender offer is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER DIFFERENT SHARES AT DIFFERENT PRICES MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY OR LETTER OF TRANSMITTAL FOR EACH DIFFERENT TENDER. The same shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

☐ $65.25

☐ $65.50

☐ $65.75

☐ $66.00

☐ $66.25

☐ $66.50

☐ $66.75

☐ $67.00

☐ $67.25

☐ $67.50

☐ $67.75

☐ $68.00

☐ $68.25

☐ $68.50

☐ $68.75

☐ $69.00

☐ $69.25

☐ $69.50

☐ $69.75

☐ $70.00

☐ $70.25

☐ $70.50

☐ $70.75

☐ $71.00

☐ $71.25

☐ $71.50

☐ $71.75

☐ $72.00

☐ $72.25

☐ $72.50

☐ $72.75

☐ $73.00

☐ $73.25

☐ $73.50

☐ $73.75

☐ $74.00

☐ $74.25

☐ $74.50

☐ $74.75

☐ $75.00

— OR —

(2)

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

☐

The undersigned wants to maximize the chance of having the Company purchase shares the undersigned is tendering (subject to the proration and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $65.25 PER SHARE, A PRICE THAT IS BELOW THE CLOSING PRICE FOR THE SHARES ON FEBRUARY 3, 2023, THE LAST FULL TRADING DAY BEFORE AMENDMENT OF THE TENDER OFFER AND COULD BE BELOW THE CLOSING PRICE OF THE COMMON STOCK ON THE EXPIRATION DATE.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

ODD LOTS
To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned:

☐

is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is also an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 (the “Eligible Institution”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees that (1) the above named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) it will deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such shares into the Depositary’s account at DTC, in any such case, together with a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, within two (2) Nasdaq Global Select Market trading days after the Expiration Date.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution.

	(Name of Firm)
	(Authorized Signature)
	(Name)
	(Address)
	(Area Code and Telephone No.)

Dated: : , 2023

DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

Exhibit (a)(1)(xii)

Offer by

INTERDIGITAL, INC.

to Purchase for Cash

Up to $200,000,000 of its Common Stock
At a Purchase Price Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share

The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

February 6, 2023

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We have been appointed by InterDigital, Inc., a Pennsylvania corporation (the “Company”), to act as the Dealer Manager in connection with the offer by the Company to purchase for cash up to $200,000,000 of shares of its issued and outstanding common stock, $0.01 par value per share (the “shares”), which the Company amended on February 6, 2023, to now be at a price that will be not less than $65.25 per share and not more than $75.00 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 23, 2023 as amended by the Supplement to Offer to Purchase dated February 6, 2023 (collectively, as amended or supplemented from time to time, the “Offer to Purchase”), the related Amended Letter of Transmittal and the other materials filed as exhibits to Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on February 6, 2023 (collectively, as amended or supplemented from time to time, the “tender offer materials”). The terms and conditions set forth in the tender offer materials collectively constitute the “tender offer”.

Under the tender offer, stockholders of the Company will have the ability to tender all or a portion of their shares at a price per share of not less than $65.25 per share and not more than $75.00 per share. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the single per share purchase price (the “Purchase Price”) within the specified range, that will allow it to purchase a number of shares having an aggregate purchase price of $200,000,000, or a lower amount depending on the number of shares properly tendered and not properly withdrawn pursuant to the tender offer, or a higher amount, if we exercise our right to accept for purchase up to an additional 2% of our outstanding shares without extending the tender offer. All shares acquired in the tender offer will be acquired at the same Purchase Price regardless of whether the stockholder tendered at a lower price, and the Company will only purchase shares tendered at prices equal to or below the Purchase Price. Upon the terms and subject to the conditions of the tender offer, if shares having an aggregate purchase price of less than $200,000,000 are properly tendered and not properly withdrawn prior to the Expiration Date (as defined in the Offer to Purchase), the Company will buy all shares properly tendered and not properly withdrawn. If the conditions to the tender offer have been satisfied or waived and shares having an aggregate purchase price in excess of $200,000,000, measured at the maximum price at which such shares were properly validly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase properly tendered shares on the basis set forth in the Offer to Purchase and the related Amended Letter of Transmittal, including the provisions relating to “odd lot” tenders, proration and conditional tenders.

Shares tendered and not purchased because they were tendered at a price greater than the Purchase Price or because of proration or conditional tenders will be returned, at the Company’s expense, to the stockholders who tendered such shares promptly after the Expiration Date. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal and regulatory requirements. See Section 1 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Supplement to Offer to Purchase;

2. Amended Letter of Transmittal for your use and for the information of your clients;

3. Amended Notice of Guaranteed Delivery to be used to accept the tender offer if the shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or if the procedures for book-entry transfer cannot be completed on a timely basis; and

4. An amended form of letter that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the tender offer.

Certain conditions to the tender offer are described in Section 7 of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. The tender offer, the proration period and withdrawal rights will expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

For shares to be properly tendered pursuant to the tender offer, either of the following must occur:

•

the certificates for the shares or confirmation of receipt of the shares under the procedure for book-entry transfer, together with a properly completed and duly executed Amended Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other documents required by the Amended Letter of Transmittal, in each case, must be received prior to 11:59 p.m., New York City time, on the Expiration Date by the Depositary at its address set forth on the back cover page of this document; or

•

the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the related Amended Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than as described in the Offer to Purchase) for soliciting tenders of shares pursuant to the tender offer. The Company will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Company will pay all stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, subject to Instruction 8 of the Amended Letter of Transmittal. No broker, dealer, commercial bank, trust company or other nominee shall be deemed to be either our agent or the agent of the Company or the Depositary for the purpose of the tender offer.

Any inquiries you may have with respect to the tender offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at its telephone number and address set forth on the back cover of the Offer to Purchase.

Very truly yours,

Exhibit (a)(1)(xiii)

Offer by

INTERDIGITAL, INC.

to Purchase for Cash

Up to $200,000,000 of its Common Stock
At a Purchase Price Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share

The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.

February 6, 2023

To our Clients:

Enclosed for your consideration is a Supplement to Offer to Purchase, dated February 6, 2023 (as it may be amended or supplemented from time to time, and together with the Offer to Purchase dated January 23, 2023, the “Offer to Purchase”), the related Amended Letter of Transmittal and the other materials filed as exhibits to the Issuer Tender Offer Statement on Schedule TO-I on January 23, 2023 (the “Tender Offer Statement”) and Amendment No. 1 to the Tender Offer Statement, filed with the SEC on February 6, 2023 (collectively, as they may be amended or supplemented from time to time, the “tender offer materials”). You are receiving these materials because on February 6, 2023, InterDigital, Inc., a Pennsylvania corporation (the “Company”), amended its previously announced “modified Dutch auction” tender offer to purchase for cash up to $200,000,000 of its common stock, $0.01 par value (the “shares”), to be set at a price that will be not less than $65.25 per share and not more than $75.00 per share, less any applicable withholding taxes and without interest. The terms and conditions set forth in the tender offer materials collectively constitute the “tender offer”.

We are the holder of record of shares held for your benefit and account. As such, we are the only ones who can tender your shares pursuant to your instructions. The Amended Letter of Transmittal and the other tender offer materials are furnished to you for your information only and cannot be used by you to tender shares held by us for your account.

The Company will determine the single per share purchase price (the “Purchase Price”) within the specified range that will allow it to purchase a number of shares having an aggregate purchase price of $200,000,000, or a lower amount depending on the number of shares properly tendered and not properly withdrawn pursuant to the tender offer, or a higher amount, if we exercise our right to accept for purchase up to an additional 2% of our outstanding shares without extending the tender offer. All shares acquired in the tender offer will be acquired at the same Purchase Price regardless of whether the stockholder tendered at a lower price and the Company will only purchase shares tendered at prices equal to or below the Purchase Price. As described in the Offer to Purchase, if the conditions of the offer have been satisfied or waived and shares having an aggregate purchase price of less than $200,000,000 are properly tendered and not properly withdrawn prior to the Expiration Date, the Company will buy all shares properly tendered shares that are not withdrawn.

•

If the conditions to the tender offer have been satisfied or waived and shares having an aggregate purchase price in excess of $200,000,000, measured at the maximum price at which such shares were validly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase shares:

•

first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer;

•

second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer; and

•

third, if necessary to permit the Company to purchase shares having an aggregate purchase price of $200,000,000 (or such greater amount as the Company may elect to purchase, subject to applicable law), from holders who have tendered shares at or below the Purchase Price subject to the condition that a specified minimum number of the stockholder’s shares be purchased if any of the stockholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares and not properly withdrawn them before the expiration of the tender offer. See Sections 4 and 6 of the Offer to Purchase.

Shares tendered and not purchased because they were tendered at a price greater than the Purchase Price or because of proration or conditional tenders will be returned, at the Company’s expense, to the stockholders who tendered such shares promptly after the Expiration Date (as defined in the Offer to Purchase). The Company also expressly reserves the right, in its sole discretion, to purchase additional shares outside of the tender offer subject to applicable legal and regulatory requirements. See Section 1 of the Offer to Purchase.

We request instructions as to whether you wish us to tender any or all of the shares held by us for your account, and if so, at what price you wish for your shares to be tendered, upon the terms and subject to the conditions of the tender offer set forth in the Offer to Purchase and the related Amended Letter of Transmittal.

Please note carefully the following:

1. The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated by the Company.

2. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain conditions set forth in the Offer to Purchase. See Section 7 of the Offer to Purchase.

3. The tender offer is for shares with an aggregate purchase price of up to $200,000,000. Assuming that the tender offer is fully subscribed, if the Purchase Price per share is equal to the tender offer’s minimum price per share of $65.25 the Company would purchase 3,065,134 shares and if the Purchase Price per share is equal to the tender offer’s maximum price of $75.00 the Company would purchase 2,666,666 shares, representing approximately 10.3% and 9.0%, respectively, of its outstanding shares as of January 19, 2023 (which excludes shares issuable upon exercise of stock options and vesting of time-based restricted stock units and performance-based restricted stock units, conversion of the Company’s convertible notes or exercise of the Company’s warrants, or shares that are reserved for future issuance under the Company’s equity compensation plans).

4. Tendering stockholders who are registered stockholders or who tender their shares directly to American Stock Transfer & Trust Company, LLC, the Depositary, will not be obligated to pay any brokerage commissions or fees to the Company, solicitation fees, or, except as set forth in the Offer to Purchase and the related Amended Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares pursuant to the tender offer.

5. If you hold beneficially or of record an aggregate of fewer than 100 shares, and you instruct us to tender on your behalf all such shares before the Expiration Date at or below the Purchase Price

and check the box captioned “Odd Lots” on the attached Instruction Form, the Company will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the Purchase Price and not properly withdrawn pursuant to the tender offer.

6. If you wish to condition your tender upon the purchase of all shares tendered or upon the Company’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares, all such shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your instruction form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the tender offer.

The tender offer is not being made to, and tenders will not be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or acceptance thereof would violate the laws of such jurisdiction, provided that the Company will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934, as amended. In those jurisdictions the laws of which require that the tender offer be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

The Company’s Board of Directors has approved the tender offer. However, none of the Company, its Board of Directors, the Dealer Manager, the Information Agent, the Depositary, or any of their affiliates makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price at which you choose to tender such shares. In so doing, you should read carefully all of the information in the Offer to Purchase, in the related Amended Letter of Transmittal and in the other tender offer materials, including the Company’s reasons for making the tender offer. See Section 2 of the Offer to Purchase. None of the Company’s directors or executive officers will tender any of their shares in the tender offer. See Section 11 of the Offer to Purchase.

Enclosures

INSTRUCTION FORM

With Respect to the Offer by

INTERDIGITAL, INC.

To Purchase for Cash

Pursuant to the Offer to Purchase Dated January 23, 2023

Up to $200,000,000 of its Common Stock
At a Purchase Price Not Less Than $65.25 Per Share and Not More Than $75.00 Per Share

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated January 23, 2023, as amended by the Supplement to Offer to Purchase, dated February 6, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the related Amended Letter of Transmittal and the other tender offer materials (which collectively, as amended or supplemented from time to time, constitute the “tender offer”), in connection with the offer by InterDigital, Inc., a Pennsylvania corporation (the “Company”), to purchase for cash up to $200,000,000 shares of its common stock, $0.01 par value (the “shares”), at a price that will be not less than $65.25 per share and not more than $75.00 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the tender offer.

The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the tender offer.

NUMBER OF SHARES TO BE TENDERED FOR THE ACCOUNT OF THE UNDERSIGNED: SHARES*

Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

(1)

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (See Instruction 5 of the Amended Letter of Transmittal)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER,” the undersigned tenders shares at the price checked. This action could result in none of the shares that are the subject of this Instruction being purchased if the Purchase Price determined by the Company in accordance with the terms of the tender offer is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER DIFFERENT SHARES AT DIFFERENT PRICES MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH TENDER. The same shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

☐ $65.25

☐ $65.50

☐ $65.75

☐ $66.00

☐ $66.25

☐ $66.50

☐ $66.75

☐ $67.00

☐ $67.25

☐ $67.50

☐ $67.75

☐ $68.00

☐ $68.25

☐ $68.50

☐ $68.75

☐ $69.00

☐ $69.25

☐ $69.50

☐ $69.75

☐ $70.00

☐ $70.25

☐ $70.50

☐ $70.75

☐ $71.00

☐ $71.25

☐ $71.50

☐ $71.75

☐ $72.00

☐ $72.25

☐ $72.50

☐ $72.75

☐ $73.00

☐ $73.25

☐ $73.50

☐ $73.75

☐ $74.00

☐ $74.25

☐ $74.50

☐ $74.75

☐ $75.00

— OR —

(2)

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (See Instruction 5 of the Amended Letter of Transmittal)

☐

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID INSTRUCTION TO TENDER OF SHARES.

ODD LOTS
(See Instruction 6 of the Amended Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

☐

By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

CONDITIONAL TENDER
(See Instruction 14 of the Amended Letter of Transmittal)

A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

☐

The minimum number of shares that must be purchased, if any are purchased, is:

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:

☐

The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

SIGN HERE

Signature(s):

Name(s):

(PLEASE PRINT)

Taxpayer Identification Number or Social Security Number:

Address(es), Including Zip Code:

Area Code(s)/Phone Number(s):

Date:

State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111

AMENDED TRUSTEE DIRECTION FORM
SEND BY MAIL, BY HAND OR OVERNIGHT DELIVERY
By 5:00 p.m. NYC time on February 14, 2023
American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219
Email: Dominick.apisa@equiniti.com

As of January 18, 2023, the number of shares of the InterDigital, Inc. Stock Fund credited to your account in the Plan is shown immediately above your name and address on page 1. In connection with the Offer to Purchase made by InterDigital, Inc. (“InterDigital”) dated January 23, 2023, as amended by the Supplement to Offer to Purchase dated February 6, 2023, you hereby instruct State Street Bank and Trust Company (“State Street”) to tender the InterDigital shares credited to your account under the Plan as of February 14, 2023, unless a later deadline is announced, as follows (complete the prompts below and submit if you wish to tender the shares credited to your individual account under the Plan):

PLEASE MAKE YOUR
SELECTION IF YOU WISH
TO TENDER YOUR PLAN
SHARES

Percentage of shares to be tendered (the total of all percentages must be less than or equal to 100%. If the total is less than 100%, you will be deemed to have directed the Plan Trustee NOT to tender the remaining percentage.)

% at $65.25

% at $65.50

% at $65.75

% at $66.00

% at $66.25

% at $66.50

% at $66.75

% at $67.00

% at $67.25

% at $67.50

% at $67.75

% at $68.00

% at $68.25

% at $68.50

% at $68.75

% at $69.00

% at $69.25

% at $69.50

% at $69.75

% at $70.00

% at $70.25

% at $70.50

% at $70.75

% at $71.00

% at $71.25

% at $71.50

% at $71.75

% at $72.00

% at $72.25

% at $72.50

% at $72.75

% at $73.00

% at $73.25

% at $73.50

% at $73.75

% at $74.00

% at $74.25

% at $74.50

% at $74.75

% at $75.00

% at TBD

** By entering a percentage on the % line at TBD, the undersigned is willing to accept the Purchase Price resulting from the Dutch Auction, for the percentage of shares elected. This could result in receiving a price per share as low as $65.25 or as high as $75.00 per share. In addition, as described in the Offer to Purchase, because of the “Odd Lot” priority, pro ration and the conditional tender provisions, InterDigital may not purchase all of the shares that you tender, even if you tended them at or below the Purchase Price.

Please sign exactly as your name appears hereon.

Signature [PLEASE SIGN WITHIN BOX]

Date

IMMEDIATE ATTENTION REQUIRED

February 6, 2023

Re: InterDigital, Inc. Tender Offer

Dear Participant in the InterDigital, Inc. Savings and Protection Plan:

You are receiving this amended direction form (this “Direction Form”) in connection with the previously announced offer by InterDigital, Inc. (“InterDigital”) to purchase up to $200 million in aggregate value of its issued and outstanding common shares, par value $0.01 per share (the “shares”). The price range for the tender offer was originally set at a purchase price not less than $60.00 and not greater than $69.00 per share. On February 6, 2023, InterDigital announced an amendment to the tender offer, pursuant to which the price range for the tender offer is now set at a purchase price not less than $65.25 per share and not greater than $75.00 per share (as amended, the “tender offer”). The tender offer is more fully described in an Offer to Purchase, dated January 23, 2023 (the “Original Offer to Purchase”) as amended by a Supplement to Offer to Purchase dated February 6, 2023 (the “Supplement”, and together with the Original Offer to Purchase, as amended or supplemented from time to time, the “Offer to Purchase”), the related Amended Letter of Transmittal and the other materials filed as exhibits to the Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on February 6, 2023.

The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the InterDigital, Inc. Savings and Protection Plan (the “Plan”), all or a portion of your individual account is invested in the InterDigital Communications Stock Fund (the “Stock Fund”). As described below, you have the right to instruct State Street Bank and Trust Company (“State Street”), as trustee of the Plan, concerning whether to tender shares related to your individual account under the Plan. If you have already completed and submitted to the Plan Trustee (as defined below) a direction form instructing the Plan Trustee to tender 100% of the shares attributable to your account at the final Purchase Price determined by the Company under the tender offer, or if you have previously instructed the Plan Trustee to tender the shares attributable to your account at a price or prices within the amended price range and do not wish to change your prior instructions, you do not need to take any further action. If you did not instruct the Plan Trustee to tender 100% of the shares attributable to your account at the final Purchase Price determined under the tender offer, and instead instructed the Plan Trustee to tender shares attributable to your account at a price or prices outside of the amended price range, your prior Direction Form has been invalidated, and you will need to submit a new Direction Form. You may also submit a new Direction Form if you wish to change the number of shares or the price at which the Plan Trustee should tender the shares attributable to your account in the tender offer. To do so, you must complete the enclosed Direction Form and return it to the Plan’s tabulator, American Stock Transfer & Trust Co., LLC (the “Tabulator”) in the enclosed return envelope so that it is RECEIVED by 5:00 p.m., New York City time, on Tuesday, February 14, 2023, unless the tender offer is extended, in which case the deadline for receipt of instructions will, to the extent feasible, be two business days prior to the expiration date of the tender offer. If you do not complete a Direction Form and return it to the Tabulator on a timely basis, you will be deemed to have elected not to participate in the tender offer and no shares related to your individual account under the Plan will be tendered.

The remainder of this letter summarizes the transaction, your rights under the Plan (including notice of a blackout period) and the procedures for completing and submitting the Direction Form. You should also review the more detailed explanation provided in the Supplement, enclosed with this letter, and the Original Offer to Purchase, previously sent to all of InterDigital’s stockholders..

BACKGROUND

InterDigital has made a tender offer to purchase up to $200 million of its shares from its stockholders at a single per share price (the “Purchase Price”) not less than $65.25 and not greater than $75.00 per share, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. InterDigital will select the lowest purchase price (in increments of $0.25) that will allow it to purchase up to $200 million of its shares. Subject to the terms and conditions of the tender offer as set forth in the Offer to Purchase, if the total value of shares tendered is less than or equal to $200 million, InterDigital will purchase all shares

that are properly tendered at a price lower than the Purchase Price and not withdrawn. All shares acquired in the tender offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price. If more than $200 million of its shares are properly tendered, it is possible that, due to “Odd Lot” priority, pro ration and the conditional tender provisions described in the Offer to Purchase, that InterDigital will not purchase all of the shares properly tendered at or before the Purchase Price. Note, neither the Odd Lot priority nor the conditional tender provisions, as described in the Offer to Purchase, which are available to registered holders of shares, will apply to participants in the Plan.

The enclosed Supplement is being provided to all of InterDigital’s stockholders, and it, together with the Original Offer to Purchase sets forth the terms and conditions of the tender offer. To understand the tender offer fully and for a more complete description of the terms and conditions of the tender offer, you should carefully read the Supplement and the Original Offer to Purchase in their entirety.

The tender offer extends to the shares held by the Plan. As of January 18, 2023, the Plan held approximately 54,721 shares. Only State Street, as trustee of the Plan, can tender these shares in the tender offer. Nonetheless, as a participant under the Plan, you have the right to direct State Street whether or not to tender some or all of the shares attributable to your individual account under the Plan, and at what price or prices. Unless otherwise required by applicable law, State Street will tender shares attributable to participant accounts in accordance with participant instructions and State Street will not tender shares attributable to participant accounts for which it does not receive timely instructions. If you do not complete a Direction Form and return it to the Tabulator on a timely basis, you will be deemed to have elected not to participate in the tender offer and no shares attributable to your Plan account will be tendered.

LIMITATIONS ON FOLLOWING YOUR DIRECTION

The enclosed Direction Form allows you to specify the percentage of the shares attributable to your account that you wish to tender and the price or prices at which you want to tender shares attributable to your account. As detailed below, when State Street tenders shares on behalf of the Plan, it may be required to tender shares on terms different than those set forth on your Direction Form.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits the sale of shares to InterDigital for less than “adequate consideration,” which is defined by ERISA for a publicly traded security as the prevailing market price on a national securities exchange. State Street will determine “adequate consideration,” based on the prevailing or closing market price of the shares on Nasdaq Global Select Market, on or about the date the shares are tendered by State Street (the “prevailing market price”). Accordingly, depending on the prevailing market price of the shares on such date, State Street may be unable to follow participant directions to tender shares to InterDigital at certain prices within the offered range. State Street will tender or not tender shares as follows:

•

If the prevailing market price is greater than the maximum tender price offered by InterDigital ($75.00 per share), notwithstanding your direction to tender shares in the tender offer, the shares will not be tendered.

•

If the prevailing market price is lower than the price at which you direct shares be tendered, State Street will follow your direction both as to percentage of shares to tender and as to the price at which such shares are tendered.

•

If the prevailing market price is greater than the price at which you direct the shares be tendered but within the range of $65.25 to $75.00, State Street will follow your direction regarding the percentage of shares to be tendered, but will increase the price at which such shares are to be tendered to the lowest tender price that is not less than the prevailing market price.

•

If the prevailing market price is within the range of $65.25 to $75.00, for all shares directed to be tendered at the “per share purchase price to be determined pursuant to the tender offer”, State Street will tender such shares at the lowest tender price that is not less than the prevailing market price.

Unless otherwise required by applicable law, State Street will not tender shares attributable to participant accounts for which it has not received a completed Direction Form. State Street makes no recommendation as to whether to direct the tender of shares or whether to refrain from directing the tender of shares. EACH PARTICIPANT OR BENEFICIARY MUST MAKE HIS OR HER OWN DECISIONS.

CONFIDENTIALITY

To assure the confidentiality of your decision, State Street and their affiliates or agents will tabulate participant directions. Neither State Street nor their affiliates or agents will make your individual direction to State Street available to InterDigital.

PROCEDURE FOR DIRECTING TRUSTEE

Enclosed is a Direction Form which should be completed and returned to the Tabulator. Please note that the Direction Form indicates the number of shares attributable to your individual account as of January 18, 2023. However, for purposes of the final tabulation, State Street will apply your instructions to the number of shares attributable to your account as of February 14, 2023, or as of a later date if the tender offer is extended.

If you do not properly complete the Direction Form or do not return it by the deadline specified, such shares will be considered NOT TENDERED.

To properly complete your Direction Form, you must do the following:

(1)

On the face of the Direction Form, complete the table. Specify the percentage (between 1% and 100% in whole numbers) of shares attributable to your individual account that you want to tender at each price indicated.

You may direct the tender of shares attributable to your account at different prices. To do so, you must state the percentage (between 1% and 100% in whole numbers) of shares to be sold at each price by filling in the percentage of such shares on the line immediately before the price. Also, you may elect to accept the per share purchase price to be determined pursuant to the tender offer, which will result in receiving a price per share as low as $65.25 or as high as $75.00. You should understand that an election to accept the per share price to be determined pursuant to the tender offer may cause the purchase price to be lower and could result in the tendered shares being purchased at the minimum price of $65.25 per share. Leave a given line blank if you want no shares tendered at that particular price. The total of the percentages you provide on the Direction Form may not exceed 100%, but it may be less than 100%. If this amount is less than 100%, you will be deemed to have instructed State Street NOT to tender the balance of the shares attributable to your individual account.

(2)

Date and sign the Direction Form in the space provided.

(3)

Return the Direction Form in the enclosed return envelope so that it is received by the Tabulator at the address on the return envelope (American Stock Transfer & Trust Co., LLC, Operations Center, Attn: Reorganization Department, 6201 15th Avenue, Brooklyn, NY 11219) not later than 5:00 p.m., New York City time, on February 14, 2023, unless the tender offer is extended, in which case, to the extent feasible, the participant deadline shall be four business days prior to the expiration date of the tender offer. Direction Forms will not be accepted via facsimile.

Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m., New York City time, on February 14, 2023, unless the tender offer is extended by InterDigital. In order to make an effective withdrawal, you must submit a new Direction Form which may be obtained by calling the Tabulator at 877-248-6417 or 718-921-8317. Upon receipt of a new, completed and signed Direction Form, your previous direction under your previously submitted Direction Form will be deemed canceled. You may direct the re-tendering of any shares attributable to your individual account by obtaining an additional Direction Form from the Tabulator and repeating the previous instructions for directing tender as set forth in this letter.

After the deadline above for returning the Direction Form to the Tabulator, State Street and their affiliates or agents will complete the tabulation of all directions. State Street will tender the appropriate number of shares on behalf of the Plan.

Subject to the satisfaction of the conditions described in the Offer to Purchase, InterDigital will purchase up to $200 million of shares that are properly tendered through the tender offer. If the total value of shares tendered exceeds $200 million, the shares tendered pursuant to the tender offer may be subject to “Odd Lot” priority, pro ration and the conditional tender provisions, as described in the Offer to Purchase. Any shares attributable to your account that are not purchased in the tender offer will remain allocated to your individual account under the Plan.

Neither the Odd Lot priority nor the conditional tender of shares described in the Offer to Purchase will apply to participants in the Plan.

EFFECT OF TENDER ON YOUR ACCOUNT

If you direct State Street to tender some or all of the shares attributable to your Plan account, as of 4:00 p.m. Eastern Time on February 14, 2023, certain transactions involving the Stock Fund attributable to your account, including all exchanges out, loans, withdrawals and distributions, will be prohibited until all processing related to the tender offer has been completed, unless the tender offer is terminated or the completion date is extended. We currently anticipate that this freeze on transactions will last until approximately the week of February 27, 2023. This freeze on transactions will apply to ALL shares attributable to your Plan account, even if you elect to tender less than 100% of the shares attributable to your Plan account. (Balances in the Stock Fund will be utilized to calculate amounts eligible for loans and withdrawals throughout this freeze on the Stock Fund.) Additionally, if you direct State Street to tender some or all of your shares, any outstanding orders to sell shares will be canceled. Please note that cancelled sell orders will not automatically be reinstated; participants who wish to establish a new sell order after the tender offer or after an extension of the tender offer must initiate such action themselves. In the event that the tender offer is extended, the freeze on transactions involving the Stock Fund will, if feasible, be temporarily lifted until three days prior to the new completion date of the tender offer, as extended, at which time a new freeze on these transactions involving the Stock Fund will commence. You can call Transamerica, the plan recordkeeper, at 1-800-755-5801 to obtain updated information on expiration dates, deadlines and Stock Fund freezes.

If you directed State Street NOT to tender any of the shares attributable to your account or you did not return provide directions in a timely manner, you will continue to have access to all transactions normally available to the Stock Fund, subject to Plan rules.

IMPORTANT NOTE ABOUT THE STOCK FUND BLACKOUT PERIOD FOR PARTICIPANTS TENDERING SHARES

If you direct State Street to tender some or all of the shares attributable to your Plan account, and State Street tenders shares on your behalf, you temporarily will be unable to conduct certain Plan transactions involving the Stock Fund for more than three (3) consecutive business days (a “Blackout Period.”) During the Blackout Period certain transactions involving the Stock Fund attributable to your account, including all exchanges out, loans, withdrawals and distributions, will be prohibited and you will be unable to direct or diversify investments in the Stock Fund attributable to your account. The Blackout Period will begin on Tuesday, February 14, 2023. For Plan participants who do not elect to tender any shares attributable to their Plan accounts in the tender offer, there will not be a Blackout Period. For Plan participants who do elect to tender all or a portion of the shares attributable to their Plan accounts in the tender offer, the Blackout Period is expected to end on or about the week of February 27, 2023, unless the tender offer is terminated or the completion date is extended. The Blackout Period may be terminated in the event the expiration date of the tender offer is extended. In this case, a new Blackout period will be imposed and you will receive a new Blackout Notice. You can determine whether the Blackout Period has started or ended by calling Transamerica at 1-800-755-5801.

Because during the Blackout Period you will be unable to conduct certain transaction, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the Stock Fund, as individual securities — including the shares — tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to direct the sale of such stocks from your account during the Blackout Period.

Federal law generally requires that you be furnished notice of a Blackout Period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any Blackout Period in order to provide you with sufficient time to consider the effect of the Blackout Period on your retirement and financial plans. There is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the Plan

administrator. In this case, the tender offer was publicly announced on January 23, 2023, amended on February 6, 2023, and is scheduled to end at 11:59 p.m., New York City time, on February 17, 2023. In order to process tender directions, it is required that the Blackout Period must begin on February 14, 2023. As the administratively required Blackout Period for the Plan will begin less than 30 days after the date of this notice, it was not possible to furnish 30 days’ advance notice.

If you have any questions concerning the Blackout Period, you should contact Transamerica at 1-800-755-5801.

INVESTMENT OF PROCEEDS

For any shares in the Plan that are tendered and purchased by InterDigital, InterDigital will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

State Street will invest proceeds received with respect to shares attributable to your account in the Qualified Default Investment Alternative, Vanguard Target Retirement Funds series (which is a group of single target date funds, based on your assumed retirement age 65) (the “QDIA”), as soon as administratively possible after receipt of proceeds. Once the cash is invested in the QDIA, you will be free to change your investment election in accordance with the Plan terms. State Street anticipates that the processing of participant accounts will be completed approximately three to five business days after receipt of these proceeds. You may call Transamerica at 1-800-755-5801 or log on to transamerica.com/portal after the reinvestment is complete to learn the effect of the tender on your account or to have the proceeds from the sale of shares which were invested in the QDIA invested in other investment options offered under the Plan.

SHARES OUTSIDE THE PLAN

If you hold shares outside of the Plan, you will receive, under separate cover, tender offer materials to be used to tender those shares. Those tender offer materials may not be used to direct State Street to tender or not tender the shares attributable to your individual account under the Plan. Likewise, the tender of shares attributable to your individual account under the Plan will not be effective with respect to shares you hold outside of the Plan. The direction to tender or not tender shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the enclosed Direction Form may not be used to tender shares held outside of the Plan.

TAX CONSEQUENCES

While you will not recognize any immediate tax gain or loss as a result of the tender and sale of any shares attributable to your account in the Plan, the tax treatment of future distributions from the Plan may be impacted. Tender offer proceeds will be subject to all applicable taxes at the time you receive a distribution from the Plan. We encourage you to consult your tax advisor concerning your decision to participate in the tender offer and possible tax ramifications.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender shares attributable to your individual account under the Plan, please contact the Tabulator at 877-248-6417 or 718-921-8317 . If you require additional information concerning the terms and conditions of the tender offer, please contact D.F. King & Co., Inc., the Information Agent of the tender offer, by phone at (800) 549-6864 or by email at idcc@dfking.com.

Sincerely,
State Street Bank and Trust Company

	EXHIBIT NUMBER			DESCRIPTION
	(a)(1)(i)*			Offer to Purchase, dated January 23, 2023.
	(a)(1)(ii)*			Form of Letter of Transmittal.
	(a)(1)(iii)*			Notice of Guaranteed Delivery.
	(a)(1)(iv)*			Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated January 23, 2023.
	(a)(1)(v)*			Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated January 23, 2023.
	(a)(1)(vi)*			Summary Advertisement, dated January 23, 2023.
	(a)(1)(vii)*			Letter to participants in the InterDigital, Inc. Savings and Protection Plan.
	(a)(1)(viii)*			Notice to participants in the InterDigital, Inc. Savings and Protection Plan.
	(a)(1)(ix)**			Supplement to Offer to Purchase, dated February 6, 2023.
	(a)(1)(x)**			Form of Amended Letter of Transmittal.
	(a)(1)(xi)**			Amended Notice of Guaranteed Delivery.
	(a)(1)(xii)**			Amended letter to brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023.
	(a)(1)(xiii)**			Amended letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023.
	(a)(1)(xiv)**			Amended direction letter for use by participants in the InterDigital, Inc. Savings and Protection Plan.
	(a)(2)			Not applicable.
	(a)(3)			Not applicable.
	(a)(4)			Not applicable.
	(a)(5)(i)			Press release announcing the Tender Offer, dated January 23, 2023 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 23, 2023, and incorporated herein by reference).
	(a)(5)(ii)			Form 10-K filed with the SEC on February 17, 2022.
	(a)(5)(iii)			Form 10-Q filed with the SEC on May 5, 2022.
	(a)(5)(iv)			Form 10-Q filed with the SEC on August 4, 2022.
	(a)(5)(v)			Form 10-Q filed with the SEC on November 3, 2022.
	(a)(5)(vi)			Press release announcing amendment to the Tender Offer, dated February 6, 2023 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 6, 2023).
	(b)			Not applicable.
	(d)(i)			Indenture, dated June 3, 2019, between InterDigital and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to InterDigital’s Current Report on Form 8-K filed on May 29, 2019, and incorporated herein by reference).
	(d)(ii)			Form of 2.00% Senior Convertible Note due 2024 (included in Exhibit 4.1 to InterDigital’s Current Report on Form 8-K filed on May 29, 2019, and incorporated herein by reference).
	(d)(iii)			Form of Convertible Note Hedge Transaction Confirmation (filed as Exhibit 10.2 to InterDigital’s Current Report on Form 8-K filed on June 3, 2019, and incorporated herein by reference).
	(d)(iv)			Form of Warrant Transaction Confirmation (filed as Exhibit 10.3 to InterDigital’s Current Report on Form 8-K filed on June 3, 2019, and incorporated herein by reference).

	EXHIBIT NUMBER			DESCRIPTION
	(d)(v)			Indenture, dated May 27, 2022, between InterDigital, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(vi)			Form of 3.50% Senior Convertible Note due 2027 (included in Exhibit 4.1 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(vii)			Purchase Agreement, dated May 24, 2022, between InterDigital, Inc. and BofA Securities Inc. and Jefferies LLC, as representatives of the several initial purchasers named in Schedule I attached thereto (filed as Exhibit 10.1 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(viii)			Form of Convertible Note Hedge Transaction Confirmation (filed as Exhibit 10.2 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(ix)			Form of Warrant Transaction Confirmation (filed as Exhibit 10.3 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(x)			Form of Unwind Agreement (filed as Exhibit 10.4 to InterDigital’s Form 8-K dated May 24, 2022, and incorporated herein by reference).
	(d)(xi)			Non-Qualified Stock Option Plan, as amended (filed as Exhibit 10.4 to InterDigital’s Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
	(d)(xii)			Amendment to Non-Qualified Stock Option Plan (filed as Exhibit 10.31 to InterDigital’s Quarterly Report on Form 10-Q filed on August 14, 2000, and incorporated herein by reference).
	(d)(xiii)			Amendment to Non-Qualified Stock Option Plan, effective October 24, 2001 (filed as Exhibit 10.6 to InterDigital’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
	(d)(xiv)			2009 Stock Incentive Plan (filed as Exhibit 99.1 to InterDigital’s Registration Statement on Form S-8 filed on June 4, 2009 (File No. 333-159743), and incorporated herein by reference).
	(d)(xv)			Amendment to 2009 Stock Incentive Plan, effective as of June 12, 2013 (filed as Exhibit 10.1 to InterDigital’s Quarterly Report on Form 10-Q filed on July 26, 2013, and incorporated herein by reference).
	(d)(xvi)			2015 Amendment to 2009 Stock Incentive Plan, effective as of June 11, 2015 (filed as Exhibit 10.1 to InterDigital’s Quarterly Report on Form 10-Q filed on July 30, 2015, and incorporated herein by reference).
	(d)(xvii)			2009 Stock Incentive Plan, Term Sheet and Standard Terms and Conditions for Stock Options (filed as Exhibit 10.5 to InterDigital’s Current Report on Form 8-K filed on January 28, 2013, and incorporated herein by reference).
	(d)(xviii)			2009 Stock Incentive Plan, Term Sheet and Standard Terms and Conditions for Time-Based Restricted Stock Units (filed as Exhibit 10.3 to InterDigital’s Quarterly Report on Form 10-Q filed on April 29, 2015, and incorporated herein by reference).
	(d)(xix)			2009 Stock Incentive Plan, Term Sheet and Standard Terms and Conditions for Performance- Based Restricted Stock Units (filed as Exhibit 10.4 to InterDigital’s Quarterly Report on Form 10-Q filed on April 29, 2015, and incorporated herein by reference).
	(d)(xx)			2009 Stock Incentive Plan, Term Sheet and Standard Terms and Conditions for Stock Options (filed as Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on April 29, 2015, and incorporated herein by reference).
	(d)(xxi)			2009 Stock Incentive Plan, Term Sheet for Restricted Stock Units (Non-Employee Directors) (filed as Exhibit 10.3 to InterDigital’s Quarterly Report on Form 10-Q filed on July 26, 2013, and incorporated herein by reference).

	EXHIBIT NUMBER			DESCRIPTION
	(d)(xxii)			2009 Stock Incentive Plan, Standard Terms and Conditions for Restricted Stock Units (Non-Employee Directors) (filed as Exhibit 10.4 to InterDigital’s Quarterly Report on Form 10-Q filed on July 26, 2013, and incorporated herein by reference).
	(d)(xxiii)			2017 Equity Incentive Plan (filed as Exhibit 10.1 to InterDigital’s Registration Statement on Form S-8 filed on June 15, 2017 (File No. 333-218755), and incorporated herein by reference).
	(d)(xxiv)			2017 Equity Incentive Plan, Form of Agreement for Time-Based Restricted Stock Unit Awards (filed as Exhibit 10.2 to InterDigital’s Current Report on Form 8-K filed on June 16, 2017, and incorporated herein by reference).
	(d)(xxv)			2017 Equity Incentive Plan, Form of Agreement for Performance-Based Restricted Stock Unit Awards (filed as Exhibit 10.3 to InterDigital’s Current Report on Form 8-K filed on June 16, 2017, and incorporated herein by reference).
	(d)(xxvi)			2017 Equity Incentive Plan, Form of Agreement for Option Awards (filed as Exhibit 10.4 to InterDigital’s Current Report on Form 8-K filed on June 16, 2017, and incorporated herein by reference).
	(d)(xxvii)			2017 Equity Incentive Plan, Form of Agreement for Restricted Stock Unit Awards to Non-Employee Directors (filed as Exhibit 10.18 to InterDigital’s Annual Report on Form 10-K for the year ended December 31, 2017, and incorporated herein by reference).
	(d)(xxviii)			Compensation Program for Non-Management Directors (as amended March 2017) (filed as Exhibit 10.1 to InterDigital’s Current Report on Form 8-K filed on April 3, 2017, and incorporated herein by reference).
	(d)(xxix)			Compensation Program for Non-Management Directors (as amended June 2019) (filed as Exhibit 10.20 to InterDigital’s Annual Report on Form 10-K for the year ended December 31, 2019, and incorporated herein by reference).
	(d)(xxx)			Deferred Compensation Plan (filed as Exhibit 10.1 to InterDigital’s Current Report on Form 8-K filed on June 18, 2013, and incorporated herein by reference).
	(d)(xxxi)			2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Restricted Stock Unit Awards (filed as Exhibit 10.1 to InterDigital, Inc.’s Current Report on Form 8-K filed on July 9, 2018, and incorporated herein by reference).
	(d)(xxxii)			2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Stock Option Awards (filed as Exhibit 10.2 to InterDigital, Inc.’s Current Report on Form 8-K filed on July 9, 2018, and incorporated herein by reference).
	(d)(xxxiii)			2017 Equity Incentive Plan, Form of Agreement for Time-Based Restricted Stock Unit Awards (revised October 2018) (filed as Exhibit 10.3 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference).
	(d)(xxxiv)			2017 Equity Incentive Plan, Form of Agreement for Performance-Based Restricted Stock Unit Awards (revised October 2018) (filed as Exhibit 10.4 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference).
	(d)(xxxv)			2017 Equity Incentive Plan, Form of Agreement for Stock Option Awards (revised October 2018) (filed as Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference).
	(d)(xxxvi)			InterDigital Inc. Executive Severance and Change in Control Policy (filed as Exhibit 10.6 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference).
	(d)(xxxvii)			Executive Agreement between InterDigital International, LLC and Eeva Hakoranta, dated June 2, 2020 (filed as Exhibit 10.28 to InterDigital’s Annual Report on Form 10-K filed on February 17, 2022, and incorporated herein by reference).

	EXHIBIT NUMBER			DESCRIPTION
	(d)(xxxviii)			Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (filed as Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021, and incorporated herein by reference).
	(d)(xli)			Offer Letter between InterDigital, Inc. and Rajesh Pankaj dated June 16, 2022 (filed as Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on August 4, 2022, and incorporated herein by reference).
	(g)			Not applicable.
	(h)			Not applicable.
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