REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, restated, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Secured Convertible Term Note and Warrants referred to therein.
ContractSilicon Mountain Holdings, Inc. • September 4th, 2007 • Electronic computers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SILICON MOUNTAIN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 25, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Silicon Mountain Memory Incorporated, a Colorado corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SILICON MOUNTAIN HOLDINGS, INC, MASTER SECURITY AGREEMENTMaster Security Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
To: Laurus Master Fund, Ltd. Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. PSource Structured Debt Limited c/o Laurus Capital Management, LLC and Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, NY 10017
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue, 14th Floor New York, New York 10022 August 30, 2007Silicon Mountain Holdings, Inc. • September 4th, 2007 • Electronic computers • New York
Reference is made to (a) the Master Security Agreement dated as of August 28, 2007 (as the same may be amended, supplemented, restated and/or modified from time to time, the “Security Agreement”) by and among Silicon Mountain Holdings, Inc., a Colorado corporation (the “Company”), and Laurus Master Fund, Ltd. (“Laurus”) and certain affiliates of Laurus, (b) certain ancillary agreements executed in conjunction therewith (as each are amended, restated, modified and/or supplemented from time to time, the “Ancillary Agreements”) and (c) all documents, instruments and agreements executed in connection therewith, as each are amended, restated, modified and/or supplemented from time to time (together with the Security Agreement and the Ancillary Agreements, collectively, the “Documents”). [Capitalized terms not otherwise defined herein shall have the meanings set forth in the Security Agreement.]
JOINDER AGREEMENTJoinder Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers
THIS JOINDER TO SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT (this “Joinder”) is executed as of August 28, 2007 by SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (the “Joining Party”), and delivered to Laurus Master Fund, Ltd. (“LMF”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and, together with LMF, Valens U.S. and Valens Offshore, the “Purchasers” and each, a “Purchaser”). Except as otherwise defined herein, terms used herein and defined in the Security Agreement (as defined below) shall be used herein as therein defined.
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. SILICON MOUNTAIN MEMORY, INCORPORATED and VCI SYSTEMS, INC. Dated: September 25, 2006Security and Purchase Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Security and Purchase Agreement is made as of September 25, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
STOCK OPTION AGREEMENT OF SILICON MOUNTAIN MEMORY INCORPORATEDStock Option Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers
Silicon Mountain Memory Incorporated, (the “Company”), desiring to afford an opportunity to the Option Holder named below to purchase certain shares of the Company’s common stock, $.01 (one cent) par value, to provide the Option Holder with an added incentive as an employee of the Company, hereby grants to the Option Holder, and the Option Holder hereby accepts, an option to purchase the number of such shares specified below, during a term ending at midnight (prevailing local time at the Company’s principal offices) on the expiration date of this Option specified below (“Option Period”), at the option exercise price specified below, which is the Fair Market Value per share of the Company common shares on the date of this Agreement, subject to and upon the following terms and conditions:
GUARANTYSilicon Mountain Holdings, Inc. • September 4th, 2007 • Electronic computers • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and, together with Laurus, Valens U.S., Valens Offshore, the “Purchasers” and each, a “Purchaser”) to or for the account of Silicon Mountain Memory, Incorporated, a Colorado corporation (the “SMM”) and VCI Systems, Inc., a Colorado corporation (“VCI” and together with SMM, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce each Purchaser, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as such Purchaser may deem advisable, each of the undersigned (and each of them if more than one, the liabi
ContractSilicon Mountain Holdings, Inc. • September 4th, 2007 • Electronic computers • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SILICON MOUNTAIN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
