SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2024 • Netlist Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 2024, between Netlist, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES B COMMON STOCK PURCHASE WARRANT netlist, inc.Warrant Agreement • October 11th, 2024 • Netlist Inc • Semiconductors & related devices
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October __, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netlist, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT netlist, inc.Common Stock Purchase Warrant • August 15th, 2023 • Netlist Inc • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August __, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netlist, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Underwriting AgreementUnderwriting Agreement • October 31st, 2006 • Netlist Inc • Semiconductors & related devices • New York
Thomas Weisel Partners LLC Needham & Company, LLC WR Hambrecht + Co., LLC c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, CA 94104
COMMON STOCK PURCHASE WARRANT NETLIST, INC.Common Stock Purchase Warrant • July 18th, 2013 • Netlist Inc • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July , 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the 7 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netlist, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock of the Company, par value $0.001 per share, (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RIGHTS AGREEMENT Dated as of April 17, 2017 Between NETLIST, INC. And COMPUTERSHARE TRUST COMPANY, N.A. As Rights AgentRights Agreement • April 17th, 2017 • Netlist Inc • Semiconductors & related devices • New York
RIGHTS AGREEMENT, dated as of April 17, 2017 (the “Agreement”), between Netlist, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 11th, 2024 • Netlist Inc • Semiconductors & related devices • New York
NETLIST, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • November 14th, 2017 • Netlist Inc • Semiconductors & related devices • New York
PURCHASE AGREEMENTPurchase Agreement • September 28th, 2021 • Netlist Inc • Semiconductors & related devices • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of September 28, 2021, by and between NETLIST, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
8,500,000 Shares(1) NETLIST, INC. Common Stock, $0.001 par value per share PURCHASE AGREEMENTPurchase Agreement • August 17th, 2017 • Netlist Inc • Semiconductors & related devices • New York
Netlist, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,500,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value 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 proposes to grant to the Underwriters an option to purchase up to 1,275,000 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 purchase agreement (this “Agreement”) are herein collectively called the “Securities.”
PLACEMENT AGENCY AGREEMENT December 20, 2012Placement Agency Agreement • December 20th, 2012 • Netlist Inc • Semiconductors & related devices • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Netlist, Inc., a Delaware corporation (the “Company”), hereby engages Ascendiant Capital Market, LLC (“ACM” or the “Placement Agent”) as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, an “Investor” and, collectively, the “Investors”) and nothing herein constitutes that ACM would have the power or authority to bind the Company or any Investor or create any obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2018 • Netlist Inc • Semiconductors & related devices • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2018, is entered into by and between NETLIST, INC., a Delaware corporation (“Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
LOAN AND SECURITY AGREEMENTLoan 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:
3,995,000 Shares 599,250 Overallotment Shares NETLIST, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2010 • Netlist Inc • Semiconductors & related devices • New York
Netlist, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,995,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), to Needham & Company, LLC and Roth Capital Partners LLC (collectively, the “Underwriters”), for whom Needham & Company, LLC is acting as the representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 599,250 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2014 • Netlist Inc • Semiconductors & related devices • Delaware
This Indemnification Agreement (the “Agreement”), dated is made by and between Netlist, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2023 • Netlist Inc • Semiconductors & related devices
Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2021 • Netlist Inc • Semiconductors & related devices • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2021, by and between NETLIST, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Design and Production Agreement Netlist Inc.Design and Production Agreement • April 1st, 2011 • Netlist Inc • Semiconductors & related devices
This Design and Production Agreement (“DPA”) effective July 31, 2008 (the “Effective Date”) is between Toshiba America Electronic Components, Inc., with a principal place of business at 19900 MacArthur Boulevard, Suite 400, Irvine, CA 92612 (“TAEC”) and Netlist Inc with a place of business at 51 Discovery, Suite 150, Irvine, CA 92618 (“Customer”) and sets out the terms and conditions under which TAEC will design the product identified herein for Customer.
STOCK OPTION AGREEMENT (Employment Inducement Grant)Stock Option Agreement • November 13th, 2018 • Netlist Inc • Semiconductors & related devices • Delaware
This NON-STATUTORY STOCK OPTION AGREEMENT, dated as of October 12, 2018 (this “Agreement”), is between NETLIST, INC., a Delaware corporation (the “Company”), and Charles Hausman, (the “Optionee”).
ContractStock Purchase Warrant • May 21st, 2018 • Netlist Inc • Semiconductors & related devices • Delaware
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.
NETLIST, INC. 9,200,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2016 • Netlist Inc • Semiconductors & related devices • California
CERTAIN INFORMATION (INDICATED BY “[***]”) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.Development and Supply Agreement • April 1st, 2011 • Netlist Inc • Semiconductors & related devices • California
This Development and Supply Agreement (“Agreement”) is made this 10th day of September 2008 (“Effective Date”) between Diablo Technologies, Inc,, a Canadian corporation having a principal place of business at 290 St. Joseph, Suite 200, Gatineau, Quebec J8Y 3Y3 (“Diablo”) and Netlist, Inc., a Delaware corporation having a principal place of business at 51 Discovery, Irvine, CA 92618 (“Netlist”).
LOCK-UP AGREEMENTLock-Up Agreement • October 11th, 2024 • Netlist Inc • Semiconductors & related devices
Re: Securities Purchase Agreement, dated as of October 11, 2024 (the “Purchase Agreement”), between Netlist, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
LEASE (Multi-Tenant; Net) BETWEEN THE IRVINE COMPANY LLC AND NETLIST, INC.Lease • April 6th, 2007 • Netlist Inc • Semiconductors & related devices • California
THIS LEASE is made as of the day of , 2007 by and between THE IRVINE COMPANY LLC, a Delaware limited liability company hereafter called “Landlord,” and NETLIST, INC., a Delaware corporation, hereinafter called “Tenant.”
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 18th, 2006 • Netlist Inc • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement"), dated as of , 200 , is made by and between Netlist, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 21st, 2018 • Netlist Inc • Semiconductors & related devices • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 17, 2018, by and between Netlist Inc., a Delaware corporation (the “Company”), and Chun Ki Hong and Won Kyung Cha Community Property Trust (the “Purchaser”).
ASIC DESIGN AND PRODUCTION AGREEMENT between OPEN-SILICON, INC. Milpitas, CA 95035 and NETLIST, INC. Irvine, CA 92618Asic Design and Production Agreement • August 24th, 2011 • Netlist Inc • Semiconductors & related devices • Delaware
THIS ASIC DESIGN AND PRODUCTION AGREEMENT (this “Agreement”) is made and entered as of August 11, 2010 (the “Effective Date”) by and between OPEN-SILICON, INC., a Delaware corporation with its principal place of business at 490 North McCarthy Boulevard, Suite 220, Milpitas, California 95035 (“Open-Silicon”) and NETLIST, INC., a Delaware corporation with its principal place of business at 51 Discovery, Suite 150, Irvine, California 92618 (“Customer”), for purposes of setting forth the terms and conditions governing the manufacture and sale by Open-Silicon of one or more ASIC devices for Customer, as further specified in one or more Statements of Work (each, a “Statement of Work” or “SOW”) attached hereto as Exhibit A and incorporated herein.
STOCK OPTION AGREEMENT (Employment Inducement Grant)Stock Option Agreement • March 12th, 2010 • Netlist Inc • Semiconductors & related devices • Delaware
This NON-STATUTORY STOCK OPTION AGREEMENT, dated as of March 1, 2010 (this “Agreement”), is between NETLIST, INC., a Delaware corporation (the “Company”), and Ron Nikel (the “Optionee”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 17th, 2019 • Netlist Inc • Semiconductors & related devices • Delaware
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of April 16, 2019, is entered into by and between Netlist, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), with reference to the following facts:
Design and Production Agreement Amendment #1 Netlist Inc.Design and Production Agreement • November 16th, 2010 • Netlist Inc • Semiconductors & related devices
This Amendment #1 (“Amendment”) to the Register ASIC Design and Production Agreement, dated July 31, 2008, (TAEC#27N1242613) (“Agreement”) is between Toshiba America Electronic Components, Inc., with a principal place of business at 19900 MacArthur Boulevard, Suite 400, Irvine, CA 92612 (“TAEC”) and Netlist Inc. with a place of business at 51 Discovery, Suite 150 Irvine, CA 92618 (“Customer”) and sets out the terms and conditions under which TAEC will design the product identified herein for Customer. This Amendment is effective as of the date finally executed below (“Effective Date”).
CERTAIN INFORMATION (INDICATED BY “[***]”) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Settlement Agreement and...Settlement Agreement and Amendment to Development and Supply Agreement • November 16th, 2010 • Netlist Inc • Semiconductors & related devices
This Settlement Agreement and Amendment to the Development and Supply Agreement (“Amendment”) is made this 12th day of January 2010 (“Amendment Effective Date”) between Diablo Technologies, Inc., a Canadian corporation having a principal place of business at 290 St. Joseph, Suite 200, Gatineau, Quebec J8Y 3Y3 (“Diablo”) and Netlist, Inc., a Delaware corporation having a principal place of business at 51 Discovery, Irvine, CA 92618 (“Netlist”).
Design and Production Agreement Amendment #2 Netlist Inc.Design and Production Agreement • November 16th, 2010 • Netlist Inc • Semiconductors & related devices
This Amendment #2 (“Amendment #2”) to the Register ASIC Design and Production Agreement, dated July 31, 2008, as amended (TAEC#27N1242613) (“Agreement”) is between Toshiba America Electronic Components, Inc., with a principal place of business at 19900 MacArthur Boulevard, Suite 400, Irvine, CA 92612 (“TAEC”) and Netlist Inc. with a place of business at 51 Discovery, Suite 150 Irvine, CA 92618 (“Customer”) and sets out the terms and conditions under which TAEC will design the product identified herein for Customer, This Amendment is effective as of the date finally executed below (“Effective Date”).
SALES AGREEMENTSales Agreement • November 22nd, 2011 • Netlist Inc • Semiconductors & related devices • New York
Netlist, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • August 15th, 2017 • Netlist Inc • Semiconductors & related devices • California
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated April 20, 2017, is entered into between SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. (“Creditor”), and SILICON VALLEY BANK (“Bank”). Creditor and Bank are sometimes referred to herein as the “Secured Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NETLIST, INC., AND SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. NOVEMBER 18, 2015Registration Rights Agreement • November 19th, 2015 • Netlist Inc • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 18, 2015 by and between Netlist, Inc., a Delaware corporation (the “Company”) and SVIC No. 28 New Technology Business Investment L.L.P., a Korean limited liability partnership (together with its designated affiliates, the “Investor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (defined below).
