SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 2016, between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2018, by and between SUMMIT SEMICONDUCTOR, INC., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2017, between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractSummit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS SECURITY HAS NOT 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 OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
SERIES F SENIOR SECURED 15% CONVERTIBLE NOTE DUE JUNE 30, 2018Summit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS SERIES F SENIOR SECURED 15% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Secured Convertible Notes of Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), having its principal place of business at 20575 NW Von Neumann Dr., Ste. 100 Beaverton, OR, 97006, designated as its Series F Senior Secured 15% Convertible Note due June 30, 2018 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • Oregon
This LOAN AND SECURITY AGREEMENT, dated as of April 1, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), is made by and between Summit Semiconductor LLC, a Delaware limited liability company (the "Grantor") and Carl Berg (the "Secured Party").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 28th day of May 2004 by and between Focus Enhancements Inc, a Delaware corporation, with its principal offices in Campbell, California (hereinafter “Focus” or the “Company”), and Gary Williams an individual and a resident of California (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2017, between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Amendment No. 1 TO SECURED PROMISSORY NOTESecured Promissory Note • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • Oregon
This Amendment No. 1 to Secured Promissory Note (this “Amendment”) is effective this November 17, 2016, by and among Carl Berg (the “Lender”) and Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”). The Company issued that certain Secured Promissory Note dated April 1, 2015 to Lender having a principal balance of $450,000.00 (the “Note”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Company agree to amend the Note as follows:
COMMON UNITS PURCHASE WARRANT SUMMIT SEMICONDUCTOR, LLCSummit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS COMMON UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received MARCorp Signal, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in the Securities Purchase Agreement between the Company and the purchasers, including the Holder (the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), up to that number of Common Units equal to the quotient of (x) the aggregate Principal Amount of the Note (as defined below) divided by (y) the Exercise Price (as defined below) (such number of Common Units to be subject to adjustment hereunder, the “Warrant Units”); provided, however, the number of Warrant Units exerci
SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE DUE JUNE 1, 2017Summit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE is a duly authorized and validly issued Senior Secured Original Issue Discount Convertible Notes of Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), having its principal place of business at 20575 NW Von Neumann Dr., Ste. 100 Beaverton, OR, 97006, designated as its Senior Original Issue Discount Convertible Note due June 1, 2017 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
SUMMIT SEMICONDUCTOR, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement” or the “Agreement”) is made effective as of this 31 day of January 2018, by and between Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and ____________ (“Participant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • California
This Asset Purchase Agreement (“Agreement”) is made as of the last date signed by both parties hereunder (the “Effective Date”), by and between Hallo Development Co., LLC, a Michigan limited liability company (the “Seller”), with its principal place of business at the address set forth below and Focus Enhancements, Inc. a Delaware corporation (the “Purchaser”), whose principal place of business is at the address set forth below. Together, Seller and Purchaser are the “Parties” each a “Party”
NOTE MODIFICATION AGREEMENTNote Modification Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This Note Modification Agreement is made effective June 30, 2015, by and between Meriwether Mezzanine Partners, L.P., a Delaware limited partnership (“Lender”) and Summit Semiconductor LLC, a Delaware limited liability company (“Borrower”), and modifies and amends certain terms of Borrower’s indebtedness evidenced by a promissory note in favor of Lender dated January 5, 2015 in the original principal amount of $500,000.00 (the “Note”), which is secured in part by a Loan and Security Agreement dated as of dated January 5, 2015 and a UCC-1 Financing Statement filed with the Delaware Secretary of State on January 8, 2015 as Filing No. 2015-0085851 (the “Security Documents”).
COMMON UNITS PURCHASE WARRANT SUMMIT SEMICONDUCTOR, LLCSummit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS COMMON UNITPURCHASE WARRANT (the “Warrant”) certifies that, for value received [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in the Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), up to [*] Common Units (as subject to adjustment hereunder, the “Warrant Units”); provided, however, the number of Warrant Units exercisable pursuant to this Warrant shall double in the event the Company does not consummate an IPO by June 1, 2017. The purchase price of one Common Unit under this Warrant shall be equal to the Exercise Price, as defined in Section
LEASE FOR AMBERGLEN BUSINESS CENTER BY AND BETWEEN AMBERGLEN, LLC “Landlord” and SUMMIT SEMICONDUCTOR, LLC “Tenant” LEASE AGREEMENTLease Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • Oregon
This Lease Agreement (“Lease”), dated for reference purposes June 11, 2015 (“Effective Date”), is by and between AmberGlen, LLC, a Delaware limited liability company (“Landlord”), and Summit Semiconductor, LLC, a Delaware limited liability company (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
SECOND NOTE MODIFICATION AGREEMENTSecond Note Modification Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This Second Note Modification Agreement is made effective July 23, 2015, by and between Meriwether Mezzanine Partners, L.P., a Delaware limited partnership (“Lender”) and Summit Semiconductor LLC, a Delaware limited liability company (“Borrower”), and modifies and amends certain terms of Borrower’s indebtedness evidenced by a promissory note in favor of Lender dated January 5, 2015 in the original principal amount of $500,000.00, as amended by the Note Modification Agreement between Borrower and Lender dated effective June 30, 2015 (together, the “Note”), which is secured in part by a Loan and Security Agreement dated as of dated January 5, 2015 and a UCC-1 Financing Statement filed with the Delaware Secretary of State on January 8, 2015 as Filing No. 2015- 0085851 (the “Security Documents”).
AMENDMENT TO TRANSACTION DOCUMENTSTransaction Documents • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This AMENDMENT TO TRANSACTION DOCUMENTS (this “Amendment”) dated as of March 20, 2018, and effective as of February 28, 2018 (the “Effective Date”) is entered into by Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and Meriwether Mezzanine Partners, L.P. or its assigns (the “Holder”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This Second Amendment to Asset Purchase Agreement (the “Amendment”) is made effective as of December 5, 2016, by and between Hallo Development Co. LLC, a Michigan limited liability company (“Hallo”) and Summit Semiconductor LLC, a Delaware limited liability company (“Summit”), and modifies and amends certain terms of that Asset Purchase Agreement dated June 25, 2008 between Hallo and Focus Enhancements, Inc., a Delaware corporation (“Focus”), as amended by that certain Amendment to Asset Purchase Agreement dated October 26, 2010 between Hallo and Focus (as amended, the “Asset Purchase Agreement”). Focus subsequently assigned its rights and obligations under the Asset Purchase Agreement to Summit pursuant to an Asset Purchase Agreement between Focus and Summit dated July 31, 2010. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to each in the Asset Purchase Agreement.
COMMON STOCK PURCHASE WARRANT SUMMIT SEMICONDUCTOR, INC.Summit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________] or [his/her/its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in each of the Subscription Agreement, dated as of April 20, 2018, by and among the Company, the Holder and the other signatories thereto (the “Subscription Agreement”), and the Amendment to Series G Documents, dated as of June [__], 2018, between the Company and the Holder (such amendment, collectively with the Subscription Agreement, the “Series G Documents”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Summit Semiconductor, Inc., a Delaware corporation (the “Company”), up to [___] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This INTERCREDITOR AGREEMENT, dated as of May 16, 2017 (this “Agreement”), is made and entered into by and among Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), each Subordinated Party identified on the signature pages hereto (the “Subordinated Parties” and each, a “Subordinated Party”) and each Senior Party identified on the signature pages hereto (the “Senior Parties” and each, a “Senior Party”).
SUMMIT SEMICONDUCTOR, LLC Consent, AMENDMENT and Termination AGREEMENTTermination Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • California
This Consent, Amendment and Termination Agreement (this “Agreement”) is made as of May 16, 2017 (the “Effective Date”) between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), and Hallo Development Co. LLC (“Noteholder”).
SUMMIT SEMICONDUCTOR, LLC Consent, AMENDMENT and Termination AGREEMENTTermination Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • Oregon
This Consent, Amendment and Termination Agreement (this “Agreement”) is made as of May 16, 2017 (the “Effective Date”) between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), and Meriwether Mezzanine Partners, L.P. (“Noteholder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This INTERCREDITOR AGREEMENT, dated as of May 16, 2017 (this “Agreement”), is made and entered into by and among Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”), each Subordinated Party identified on the signature pages hereto (the “Subordinated Parties” and each, a “Subordinated Party”) and each Senior Party identified on the signature pages hereto (the “Senior Parties” and each, a “Senior Party”).
FOURTH NOTE MODIFICATION AGREEMENTFourth Note Modification Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This Fourth Note Modification Agreement is made effective as of December 5, 2016, by and between Meriwether Mezzanine Partners, L.P., a Delaware limited partnership (“Lender”) and Summit Semiconductor LLC, a Delaware limited liability company (“Borrower”), and modifies and amends certain terms of Borrower’s indebtedness to Lender evidenced by a promissory note in favor of Lender dated January 5, 2015 in the original principal amount of $500,000.00, as amended by the (i) Note Modification Agreement between Borrower and Lender dated effective June 30, 2015, (ii) Second Note Modification Agreement between Borrower and Lender dated July 23, 2015, and (iii) Third Note Modification and Loan and Security Agreement Modification Agreement between Borrower and Lender dated effective as of February 8, 2016 (collectively, the “Note”), which is secured in part by a Loan and Security Agreement dated as of dated January 5, 2015, as amended by the Third Note Modification and Loan and Security Agreemen
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This First Amendment to Employment Agreement (“Amendment”) by and between Summit Semiconductor, LLC, a Delaware limited liability company (“Employer”) and Brett Moyer (“Employee”) is entered into effective May 2, 2011 with reference to the following facts.
May 17, 2017 MARCorp Signal, LLC 18W140 Butterfield Road Suite 1180 Oakbrook Terrace, IL 60181Summit Semiconductor Inc. • July 2nd, 2018 • Semiconductors & related devices
This letter will confirm our agreement that pursuant to and effective as of your purchase ofa Senior Secured Original Issue Discount Convertible Note of Summit Semiconduct, LLC (the “Company”), MARCorp Signal, LLC (the “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors of the Company:
THIRD NOTE MODIFICATION AND LOAN AND SECURITY AGREEMENT MODIFICATION AGREEMENTThird Note Modification and Loan and Security Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
This Third Note Modification and Loan and Security Agreement Modification Agreement is made effective as of February 8, 2016 (the “Effective Date”), by and between Meriwether Mezzanine Partners, L.P., a Delaware limited partnership (“Lender”) and Summit Semiconductor LLC, a Delaware limited liability company (“Borrower”), and modifies and amends certain terms of Borrower’s indebtedness evidenced by a promissory note in favor of Lender dated January 5, 2015 in the original principal amount of $500,000.00, as amended by the Note Modification Agreement between Borrower and Lender dated effective June 30, 2015 and the Second Note Modification Agreement between Borrower and Lender dated July 23, 2015 (collectively, the “Note”), and the Loan and Security Agreement dated as of January 5, 2015 (the “Security Agreement”). The Security Agreement, a UCC-1 Financing Statement filed with the Delaware Secretary of State on January 8, 2015 as Filing No. 2015- 0085851 (“UCC-1”) and other security docu
AMENDMENT TO Series D TRANSACTION DOCUMENTSSeries D Transaction Documents • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This AMENDMENT TO Series D TRANSACTION DOCUMENTS (this “Amendment”) dated as of March [__], 2018, and effective as of February 28, 2018 (the “Effective Date”) is entered into by Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and [HOLDER] or its assigns (the “Holder”).
EMPLOYMENT AGREEMENT (“Agreement”)Employment Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices
FOCUS Enhancements, Inc., a Delaware Corporation (hereinafter referred to as “Employer”) and Brett Moyer (hereinafter referred to as “Employee”), in consideration of the mutual promises made herein, agree as follows:
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of March 20, 2018, and effective as of February 28, 2018 (the “Effective Date”) is entered into by Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and Hallo Development Co., LLC or its assigns (the “Hallo”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 2nd, 2018 • Summit Semiconductor Inc. • Semiconductors & related devices • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of is made as of the last date set forth on the signature page hereof, between Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and the undersigned subscribers (the “Subscribers” and each a “Subscriber”).
