SECURITY AGREEMENTSecurity Agreement • November 26th, 2003 • Staktek Holdings Inc • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of August 19, 2003, is entered into by and among the Borrowers (as defined below), and such other entities which from time to time become parties hereto (collectively, including the Borrowers, the “Debtors” and individually each a “Debtor”) and Comerica Bank, a Michigan banking corporation (“Comerica”), as Agent for and on behalf of the Banks (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent are set forth on the signature pages attached hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Executive Employment Agreement (the “Agreement”) is made as of August 20, 2003, by and between Staktek Corporation, a Texas corporation (the “Company”), and David G. Boone (“Executive”).
STAKTEK HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2003 • Staktek Holdings Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [Insert Date], 2003 (the “Effective Date”), is made by and between Staktek Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned indemnitee (the “Indemnitee”).
TERM LOAN NOTETerm Loan Note • November 26th, 2003 • Staktek Holdings Inc • Texas
FOR VALUE RECEIVED, SC Merger Sub, Inc., a Texas corporation (“Company”), Research Applications, Inc. (“RAI”) and Staktek Holdings, Inc. (“Holdings” and together with the Company and RAI, the “Borrowers”) jointly and severally promise to pay to the order of Comerica Bank (“Bank”), in care of Agent, at Detroit, Michigan, the principal sum of Fifteen Million Dollars ($15,000,000) in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Revolving Credit and Term Loan Agreement dated as of August 19, 2003 by and among the Borrowers, the Banks signatories thereto, Comerica Bank, as Administrative Agent, Documentation Agent, Structuring Agent and L
REVOLVING CREDIT NOTERevolving Credit Note • November 26th, 2003 • Staktek Holdings Inc
On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, SC Merger Sub, Inc., a Texas corporation known following the Merger as Staktek Corporation (the “Company”), Research Applications, Inc. (“RAI”) and Staktek Holdings, Inc., a Delaware corporation (“Holdings” and together with the Company and RAI, the “Borrowers”) jointly and severally promise to pay to the order of Guaranty Bank (“Bank”) at Detroit, Michigan, care of the Agent (for the account of Bank’s Eurocurrency Lending Office with respect to any Eurocurrency-based Advances hereunder and for the account of the Bank with respect to any Prime-based Advances hereunder) in lawful money of the United States of America so much of the sum of Six Million Dollars ($6,000,000), as may from time to time have been advanced by Bank to the Borrower and then be outstanding hereunder pursuant to that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003 by and among the Borrowers, the Banks signatories there
STAKTEK HOLDINGS, INC. SC MERGER SUB, INC. RESEARCH APPLICATIONS, INC. REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF AUGUST 19, 2003 COMERICA BANK AS ADMINISTRATIVE AGENT, DOCUMENTATION AGENT, STRUCTURING AGENT AND LEAD ARRANGERRevolving Credit and Term Loan Agreement • November 26th, 2003 • Staktek Holdings Inc
This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 19th day of August, 2003, by and among the financial institutions from time to time signatory hereto (individually a “Bank,” and any and all such financial institutions collectively the “Banks”), Comerica Bank, as Administrative Agent for the Banks (in such capacity, the “Agent”), Documentation Agent, Structuring Agent and Lead Arranger, SC Merger Sub, Inc., a Texas corporation to be named Staktek Corporation, upon the Merger described below (the “Company”), Research Applications, Inc., a Texas corporation (“RAI”) and Staktek Holdings, Inc., a Delaware corporation (“Holdings”, and together with the Company and RAI, the “Borrowers” and each a “Borrower”).
STAKTEK HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of November 24, 2003 by and among Staktek Holdings, Inc., a Delaware corporation (the “Company”) and each of those holders of the Common Stock, par value $0.001 per share (the “Common Stock”), identified on the Schedule of Holders attached hereto (individually, a “Holder,” collectively, the “Holders”). This Agreement amends, supercedes and replaces that certain Registration Rights Agreement by and among the Company and each of the signatories thereto, dated as of August 19, 2003 (the “Prior Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Executive Employment Agreement (the “Agreement”) is made as of November 17, 2003 (the “Effective Date”), between Staktek Corporation, a Texas corporation (the “Company”), and W. Kirk Patterson (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAKTEK HOLDINGS, INC., SC MERGER SUB, INC., AND STAKTEK CORPORATION Dated as of July 7, 2003Merger Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
The Transaction Expenses with respect to any item identified above shall be increased to the extent the actual fees and expenses with respect to any item identified above (other than those of Gray Cary Ware & Freidenrich LLP , the insurance premium, and Comerica Bank and other Participant Banks) exceed the respective amount set forth above.
ContractPromissory Note • November 26th, 2003 • Staktek Holdings Inc • Texas
This Note has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
ContractSecurity Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Agreement has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
ContractSubsidiary Security Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Agreement has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
ContractGuaranty • November 26th, 2003 • Staktek Holdings Inc • Texas
This Guaranty has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
GUARANTYGuaranty • November 26th, 2003 • Staktek Holdings Inc • Michigan
THIS GUARANTY (“Guaranty” or “Agreement”), made as of this 19th day of August, 2003, by and among Austin Ventures VII, L.P. a Delaware limited partnership (“AV VII”), Austin Ventures VIII, L.P., a Delaware limited partnership (“AV VIII” and together with AV VII, the “Guarantors” and each a “Guarantor”) and Comerica Bank, a Michigan banking corporation located at 500 Woodward Avenue, Detroit, Michigan 48226 (herein called “Bank”).
SWING LINE NOTESwing Line Note • November 26th, 2003 • Staktek Holdings Inc
On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, SC Merger Sub, Inc., a Texas corporation (“Company”), Research Applications, Inc. (“RAI”) and Staktek Holdings, Inc. (“Holdings” and together with the Company and RAI, the “Borrowers’) jointly and severally promise to pay to the order of Comerica Bank (“Swing Line Bank”) at Detroit, Michigan, in lawful money of the United States of America, so much of the sum of One Million Dollars ($1,000,000), as may from time to time have been advanced by Swing Line Bank to the Borrower and then be outstanding hereunder pursuant to the Revolving Credit and Term Loan Agreement dated as of August 19, 2003 by and among the Borrowers, the Banks signatories thereto, Comerica Bank, as Administrative Agent, Documentation Agent, Structuring Agent and Lead Arranger as the same may be amended or otherwise modified from time to time (as so amended, the “Credit Agreement”), together with interest thereon as hereinafter set forth.
STAKTEK HOLDINGS, INC. Austin, Texas 78701 August 19, 2003Management Rights Agreement • November 26th, 2003 • Staktek Holdings Inc
This letter will confirm our agreement that pursuant to and effective as of your purchase of Common Stock (the “Stock”) of Staktek Holdings, Inc., a Delaware corporation (the “Company”), you (together with your designees, the “Investor”), shall be entitled, so long as you hold (beneficially or otherwise) the Stock or any shares of capital stock of the Company 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 in the current financing and as otherwise required by law:
ContractLoan Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Agreement has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
LEASE AGREEMENT Between as Landlord, and STAKTEK GROUP L.P., a Texas limited partnership, as Tenant, Covering approximately 46,347 gross square feet, being All of the building known as located at Austin, Texas 78758Lease Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
THIS LEASE AGREEMENT (the “Lease”) is made and entered into by and between 8900 Shoal Creek, a Texas general partnership, hereinafter referred to as “Landlord,” and Staktek Group L.P., a Texas limited partnership, hereinafter referred to as “Tenant,” to be effective as of December 1, 2003.
