eASIC CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 13, 2012Investors’ Rights Agreement • February 19th, 2015 • eASIC Corp • Semiconductors & related devices • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 13, 2012, by and among eASIC Corporation, a Delaware corporation (the “Company”), the holders of shares of Common Stock of the Company listed on Exhibit A hereto (each a “Common Stockholder”), the holders of shares of the Prior Preferred Stock (as defined below) listed on Exhibit B hereto (each a “Preferred Stockholder” and collectively, the “Preferred Stockholders”) and the persons and entities listed on Exhibit C hereto (each, an “Investor” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • February 19th, 2015 • eASIC Corp • Semiconductors & related devices • New York
WHEREAS, Borrower, Lenders and the Collateral Agent are parties to a certain Venture Loan and Security Agreement dated as of September 30, 2013, as amended (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Original Loan Agreement”) pursuant to which, among other things, (i) Horizon provided a loan to eASIC as evidenced by a certain Secured Promissory Note (Loan A) executed by eASIC in favor of Horizon, dated September 30, 2013, in the original principal amount of Two Million and 00/100 Dollars ($2,000,000.00) (the “Loan A Note”), (ii) DBD provided a loan to eASIC as evidenced by a certain Secured Promissory Note (Loan B) executed by eASIC in favor of DBD, dated September 30, 2013, in the original principal amount of Four Million and 00/100 Dollars ($4,000,000.00) (the “Loan B Note” and collectively with the Loan A Note, the “Notes”) and (iii) Collateral Agent and Lenders have been granted a security interest in all assets of eASIC, except wit
ContracteASIC Corp • February 19th, 2015 • Semiconductors & related devices • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
