March 14, 2008 Silicon Mountain Holdings, Inc. 4755 Walnut Street Boulder, Colorado 80301 Attention: Rudolph (Tré) A. Cates III Re: Overadvance Side LetterOveradvance Side Letter • March 20th, 2008 • Silicon Mountain Holdings, Inc. • 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”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Subject to satisfaction of the Overadvance Conditions (as defined below), Laurus is hereby notifying the Companies of its decision to exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security Agreement to make Loans to the Companies during the Period (as defined below) in excess of the Formula Amount on the date hereof (the “Overadvance”). Subject to sati
OMNIBUS AMENDMENTOmnibus Amendment • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This OMNIBUS AMENDMENT (this “Amendment”), dated as of March 14, 2008, is entered into by and between SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (the “Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMH”), VCI SYSTEMS, INC. a Colorado corporation (“VCI” and together with Parent and SMH, the “Companies” and, each a “Company”) LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), VALENS OFFSHORE SPV I, LTD., a Cayman Islands company (“Valens Offshore”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”) and PSOURCE STRUCTURED DEBT LIMITED, a Guernsey company (“Psource” and together with Laurus, Valens Offshore, and Valens U.S., the “Holders” and each a “Holder”) for the purpose of amending certain terms of (i) that certain Secured Revolving Note, dated as of September 25, 2006 issued by the Company to Laurus in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (as amended, re
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
The undersigned is investing in Silicon Mountain Holdings, Inc. (the “Company”) on the terms and conditions described in this Subscription Agreement (this “Subscription Agreement”). Pursuant to the terms described in this Subscription Agreement, at the offering price of $1.00 per share of the Company’s common stock, par value $.001 per share (the “Common Stock”), each investor is to receive one share of Common Stock (a “Share”) and a warrant to purchase one share of the Common Stock (a “Warrant”). The exercise price of the Warrant is $.01 per share of Common Stock, and the Warrant expires four years from the date hereof.
FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
