SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2012 • Netlist Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2012, 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”).
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
