0001104659-09-061893 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 2nd, 2009 • Netlist Inc • Semiconductors & related devices • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 31, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and NETLIST, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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SECURITY AGREEMENT
Security Agreement • November 2nd, 2009 • Netlist Inc • Semiconductors & related devices

This Security Agreement (this “Agreement”) is entered into as of October 31, 2009, by and between, on the one hand, Silicon Valley Bank (“Bank”) and, on the other hand Netlist Technology Texas LP, a Texas limited partnership (“Debtor”).

Subordination Agreement
Subordination Agreement • November 2nd, 2009 • Netlist Inc • Semiconductors & related devices

This Subordination Agreement is entered into between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, and the creditor(s) named above (individually and collectively, and jointly and severally, the “Creditor”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 2nd, 2009 • Netlist Inc • Semiconductors & related devices • California

This Intellectual Property Security Agreement (this “Agreement”) is entered into as of October 31, 2009 by and between SILICON VALLEY BANK (“Secured Party”), on the one hand, and NETLIST, INC., a Delaware corporation (“Debtor”), on the other hand.

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