ContractStock Purchase Warrant • November 19th, 2015 • Netlist Inc • Semiconductors & related devices • New York
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.
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).
AMENDMENT NO. 1 TO STOCK PURCHASE WARRANTStock Purchase Warrant • November 19th, 2015 • Netlist Inc • Semiconductors & related devices • New York
This AMENDMENT NO. 1 (this “Amendment”) to Stock Purchase Warrant is entered into as of November 18, 2015 by and between Netlist, Inc., a Delaware corporation (the “Company”), and Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (the “Registered Holder”). This Amendment No. 1 amends certain provisions of the Stock Purchase Warrant (Certificate No. W-2) issued by the Company to the Registered Holder as of July 18, 2013, as set forth below (the “Original Warrant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Warrant.
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT BY AND BETWEEN NETLIST, INC. AND SVIC NO. 28 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P. NOVEMBER 18, 2015Senior Secured Convertible Promissory Note and Warrant Purchase Agreement • November 19th, 2015 • Netlist Inc • Semiconductors & related devices • New York
This SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of the date set forth above 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 (the “Purchaser”), and each Subsidiary that becomes a party hereto after the Closing Date in accordance with Section 6.2. The parties hereby agree as follows:
FORTRESS CREDIT OPPORTUNITIES I LP DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP c/o Fortress Credit Corp. New York, NY 10105 November 18, 2015Payoff Letter • November 19th, 2015 • Netlist Inc • Semiconductors & related devices
Reference is made to that certain Loan and Security Agreement, dated as of July 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DRB CREDIT FUNDING LLC, a Delaware limited liability company (the “Initial Lender” and together with the other persons from time to time party to the Credit Agreement as lenders, including Fortress Credit Opportunities I LP (“FCO”) and Drawbridge Special Opportunities Fund LP (“Drawbridge”), collectively, “Lender”) and NETLIST, INC., a Delaware corporation (“Borrower”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
