IN CONNECTION WITH THE DELIVERY OF ORDINARY SHARES IN THE SHARE CAPITAL OF QIAGEN N.V.
PURSUANT TO CONVERTIBLE NOTES DUE 2026 ISSUED BY
QIAGEN EURO FINANCE (LUXEMBOURG) S.A.
Hereby agree as follows:
Subject to the terms of this agreement and with due observance of the resolutions referred to in recital (iv), the Company hereby
grants to the Issuer, who (acting in its own name but for the account of the Holders) accepts, the right (the " Subscription
Right ") to subscribe for and acquire, from time to time, such number of Shares as the Issuer shall be required to deliver under
the Indenture, against payment by the Issuer (in its own name but for the account of the Holders) of an amount in cash (in US
Dollar) per Share (the " Purchase Price ") equal to the Conversion Price (as defined in the Indenture) payable for those Shares
resulting from the provisions of the Indenture, and in the case of fractional Shares, to retain for distribution the remaining cash
portion; provided that the Issuer may not subscribe to Shares if and to the extent that the Company has, pursuant to its
guarantee, issued Shares directly to Holders, in which case the Issuer shall be under an obligation to pay (the relevant part of)
the Purchase Price to the Company promptly after the Company has issued Shares directly to Holders.
1. QIAGEN N.V. , a limited liability company organised under the laws of the Netherlands, established in Venlo, hereinafter
referred to as: the " Company ";
2. QIAGEN EURO FINANCE (LUXEMBOURG) S.A. , a corporation organised under the laws of the Grand-Duchy of
Luxembourg, with its registered office in Luxembourg-City, hereinafter referred to as: the " Issuer ",
the Issuer on or about the date hereof will issue n