Aehr Test Systems Sample Contracts

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UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 1997 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York
RECITALS
Common Stock Purchase Agreement • March 20th, 2013 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California
AEHR TEST SYSTEMS STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 11th, 1997 • Aehr Test Systems • California
IPCO INTERNATIONAL LIMITED as Purchaser SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • April 20th, 2011 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 28th, 2016 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of September, 2016 by and among Aehr Test Systems, a California corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

AEHR TEST SYSTEMS
Change of Control Severance Agreement • August 29th, 2001 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California
3,846,154 Shares1 Aehr Test Systems Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2017 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

Aehr Test Systems, a California corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 3,846,154 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriter an option to purchase up to 576,923 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”

WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENT
Borrower Agreement • August 30th, 2011 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals
AEHR TEST SYSTEMS AMEMDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • January 9th, 2012 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California
AEHR TEST SYSTEMS EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 17th, 2021 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York
AEHR TEST SYSTEMS
Capital Stock Purchase Agreement • June 11th, 1997 • Aehr Test Systems
AEHR TEST SYSTEMS Common Stock Purchase Agreement
Common Stock Purchase Agreement • June 11th, 1997 • Aehr Test Systems • California
AEHR TEST SYSTEMS RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Restricted Stock Unit Award Agreement • August 29th, 2017 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California

Unless otherwise defined herein, the terms defined in the 2016 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 30th, 2011 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 25, 2011 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), and AEHR TEST SYSTEMS, a California corporation (“Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

PURCHASE AGREEMENT
Purchase Agreement • September 28th, 2016 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 22nd day of September, 2016 by and among Aehr Test Systems, a California corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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THIRD AMENDMENT to Export-import bank Loan and security agreement
Security Agreement • August 26th, 2013 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals

This Third Amendment to Export-Import Bank Loan and Security Agreement (this “Amendment”) is entered into this 21st day of August, 2013, by and between Silicon Valley Bank (“Bank”) and Aehr Test Systems, a California corporation (“Borrower”) whose address is 400 Kato Terrace, Fremont, CA 94539.

AMENDMENT TO THE AEHR TEST SYSTEMS CONVERTIBLE NOTE PURCHASE AND CREDIT FACILITY AGREEMENT AND 9.0% NOTES
Convertible Note Purchase and Credit Facility Agreement • August 24th, 2016 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

This Amendment (this “Amendment”) to the Aehr Test Systems Convertible Note Purchase and Credit Facility Agreement dated April 10, 2015 (the “Original Purchase Agreement”) and each of the 9.0% Convertible Secured Notes Due 2017 issued or issuable thereunder (the “9.0% Notes”) is made as of August 22, 2016, by and between Aehr Test Systems, a California corporation (the “Company”), and the undersigned Purchasers (as defined under the Original Purchase Agreement), who also are “Holders” (as defined under the 9.0% Notes). All references to “Purchasers” in this Amendment shall also be references to “Holders” under the 9.0% Notes.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2015 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2015, is entered into by and among Aehr Test Systems, a California corporation (the “Company”), and those persons and entities executing this Agreement as “Investors” (each individually, an “Investor” and together, the “Investors”).

RECITALS
Separation Agreement and Release • February 3rd, 2011 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 4th, 2012 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of May 29, 2012, by and between Silicon Valley Bank (“Bank”) and Aehr Test Systems, a California corporation (“Borrower”) whose address is 400 Kato Terrace, Fremont, CA 94539.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2014 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of August, 2014, by and between Silicon Valley Bank (“Bank”) and Aehr Test Systems, a California corporation (“Borrower”) whose address is 400 Kato Terrace, Fremont, CA 94539.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 14th, 2012 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 11, 2012, by and between Silicon Valley Bank (“Bank”) and Aehr Test Systems, a California corporation (“Borrower”) whose address is 400 Kato Terrace, Fremont, CA 94539.

SECURITY AGREEMENT
Security Agreement • April 14th, 2015 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of April 10, 2015, is executed by Aehr Test Systems, a California corporation (together with its successors and assigns, “Company”), in favor of QVT Fund LP and Quintessence Fund L.P. (collectively, and together with their respective successors and assigns, the “Secured Party”).

AEHR TEST SYSTEMS MAYFIELD III
Registration Rights • June 11th, 1997 • Aehr Test Systems
AEHR TEST SYSTEMS, INC.
Stock Option Award Agreement • August 29th, 2016 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

FIRST AMENDMENT TO EXPORT-IMPORT BANKLOAN AND SECURITY AGREEMENT
Export-Import Bankloan and Security Agreement • June 4th, 2012 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals

This First Amendment to Export-Import Bank Loan and Security Agreement (this “Amendment”) is entered into as of May 29, 2012, by and between Silicon Valley Bank (“Bank”) and Aehr Test Systems, a California corporation (“Borrower”) whose address is 400 Kato Terrace, Fremont, CA 94539.

AEHR TEST SYSTEMS CONVERTIBLE NOTE PURCHASE AND CREDIT FACILITY AGREEMENT Dated as of April 10, 2015
Security Agreement • April 14th, 2015 • Aehr Test Systems • Instruments for meas & testing of electricity & elec signals • New York

This Convertible Note Purchase and Credit Facility Agreement, as amended, restated, modified or otherwise supplemented from time to time (this “Agreement”) is made and entered into as of April 10, 2015 by and between Aehr Test Systems, a California corporation (the “Company”), and the entities set forth on the signature pages hereto (each, a “Purchaser”, and collectively, the “Purchasers”).

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