ContractExercise Agreement • November 12th, 2013 • Netlist Inc • Semiconductors & related devices • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 12th, 2013 • Netlist Inc • Semiconductors & related devices • New York
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of July 18, 2013 by and between DBD CREDIT FUNDING LLC (“Secured Party”), on the one hand, and NETLIST, INC., a Delaware corporation (“Debtor”), on the other hand.
CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC. July 18, 2013Confidential Treatment • November 12th, 2013 • Netlist Inc • Semiconductors & related devices • New York
This Letter Agreement (this “Letter Agreement”), entered into as of July 18, 2013 (the “Effective Date”), sets forth an understanding between Drawbridge Special Opportunities Fund LP (“Drawbridge”) and Netlist, Inc. (“Company”) with respect to the repayment of certain amounts loaned by DBD Credit Funding LLC (“Lender”) to Company under that certain Loan and Security Agreement of even date herewith by and between Lender and Company (the “Loan Agreement”). Any capitalized terms used in this Letter Agreement that are not defined herein shall have the respective definitions ascribed to them in the Loan Agreement. In consideration of the amounts extended under the Loan Agreement and the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2013 • Netlist Inc • Semiconductors & related devices • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 18, 2013 (the “Effective Date”) between DBD CREDIT FUNDING LLC, a Delaware limited liability company (the “Initial Lender” and together with any other financial institutions from time to time permitted to be party to this Agreement pursuant to the terms hereof sometimes referred to herein as a “Lender”), and NETLIST, INC., a Delaware corporation (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
AMENDMENT TO LOAN DOCUMENTSLoan Documents • November 12th, 2013 • Netlist Inc • Semiconductors & related devices
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into as of July 17, 2013, by and between SILICON VALLEY BANK (“Bank” or “Silicon”) and NETLIST, INC., a Delaware corporation (“Borrower”). Borrower’s chief executive office is located at 51 Discovery, Suite 150, Irvine, CA 92618.
Subordination AgreementSubordination Agreement • November 12th, 2013 • Netlist Inc • Semiconductors & related devices • New York
This Subordination Agreement is entered into between DBD CREDIT FUNDING LLC (“Lender”), whose address is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, and the creditor(s) named above (individually and collectively, and jointly and severally, the “Creditor”).
