Exhibit 10.17
NOTE AND WARRANT CANCELLATION AGREEMENT
WHEREAS, Monolithic System Technology, Inc. (the "Company") and Xxxx & Xxxx
Enterprise, Inc. (the "Purchaser") entered into the Subordinated Note and
Warrant Purchase Agreement dated June 18, 1996 (the "Note and Warrant
Agreement");
WHEREAS, in connection with the Note and Warrant Agreement, the Company and
Purchaser also entered into the Common Stock Purchase Warrant Agreement dated
June 18, 1996 (the "Warrant") for the purchase of up to 76,923 shares of Common
Stock;
WHEREAS, in connection with the Note and Warrant Agreement, the Company
issued to the purchaser the 8.25% Subordinated Note dated June 18, 1996 in the
principal amount of 1,000,000.00 (the "Note");
WHEREAS, in connection with this Note and Warrant Cancellation Agreement
dated May 30, 1998 the "Cancellation Agreement"), the Company and the Purchaser
entered into the Series F Preferred Stock Purchase Agreement (the "Series F
Agreement") pursuant to which the Purchaser shall purchase a certain number of
shares of Series F Preferred Stock issued by the Company together with warrants
for the purchase of additional shares of Common Stock (the Series F Warrants");
WHEREAS, the payment of the purchase price for the shares of the Series F
Preferred Stock and the Series F Warrants by the Purchaser pursuant to the
Series F Agreement shall be effected by cancellation of the Warrant and
cancellation of the Note by the Purchaser upon completion of the transaction
contemplated by the Series F Agreement.
NOW, THEREFORE, the consideration of the foregoing and the mutual covenants
contained herein, the Company and the Purchaser agree as follows:
1. Effective upon completion of the transaction contemplated by the
Series F Agreement (the "Cancellation Date"), the Purchaser hereby
cancels the Note including the principal amount of $1,000,000.00 and
all accrued but unpaid interest through the Cancellation Date in the
amount of $78,205.48.
2. The Purchaser shall have no rights to receive any further payment from
the Company pursuant to the terms of the Note, and all amounts payable
under terms of the Note shall be deemed to have been paid in full by
the Company to the Purchaser as of the Cancellation Date.
3. The Purchaser shall, as soon as practical after the Cancellation Date,
return the Company the original Note which has been marked on its face
"canceled - paid in full".
4. The Company accepts cancellation of the Note, including the principal
plus all accrued but unpaid interest through the Cancellation Date and
cancellation of the Warrant, as payment of the purchase price of the
shares of the Series F Preferred Stock purchased by the Purchaser
pursuant to the terms of the Series F Agreement.
5. The Purchaser and the Company hereby cancel and terminate the Warrant
as of the Cancellation Date.
6. Neither the Purchaser nor the Company shall have any further rights or
obligations under the terms of the Warrant as of the Cancellation
Date.
7. This Cancellation Agreement shall be governed and construed in
accordance with the laws of the State of California as applied to
agreements between California residents entered into and to be
performed entirely in California.
8. This Cancellation Agreement and the other documents delivered hereto
(including the Series F Agreement and the exhibits thereto) constitute
the entire understanding and agreement between the Company and the
Purchaser with regard to the subjects hereof and thereof. Neither this
Cancellation Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver,
discharge, or termination is sought.
9. In any litigation, arbitration, or court proceeding between the
Company and the Purchaser relating hereto, the prevailing party shall
be entitled to reasonable attorney's fees and expenses incurred in
enforcing this Cancellation Agreement.
10. This Cancellation Agreement may be executed in any number of
counterparts.
In witness whereof, the parties have executed this Cancellation Agreement
as of the Cancellation Date.
"Company" Monolithic System Technology, Inc.
a California corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
By:
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Xxxxx X. Xxxxxx
Vice President - Finance & Administration
Chief Financial Officer
"Purchaser" By:
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Print Name:
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Title:
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Address:
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