RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
This Release and Settlement Agreement (this “Agreement”) is dated as of the ___day of April, 2008 by and between Silicon Mountain Holdings, Inc., a Colorado corporation (“SMH”) and MemoryTen, Inc., a California corporation (“MemoryTen”) and Kenneth P. Olsen (“KPO”) (collectively the “Parties”, individually the “Party”).
Re: Amended and Restated Overadvance Side LetterSilicon Mountain Holdings, Inc. • May 19th, 2008 • Electronic computers
Reference is hereby made to that certain Security and Purchase Agreement dated as of September 25, 2006 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), VCI SYSTEMS, INC., a Colorado corporation (“VCI”, and together with Parent and SMM, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). This Amended and Restated Overadvance Side Letter amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain Overadvance Side Letter dated as of March 14, 2008 by and among each Company and Laurus (the “Original Overadvance Side Letter”). On September 28, 2007, Laurus, together with other affiliates of Laurus appointed LV Administrative Services, Inc. as administrative and collateral agent for Laurus and such affiliates (the “Agent” and
