SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2018, between MoSys, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOSYS, INC.Pre-Funded Common Stock Purchase Warrant • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices
THIS PRE-FUNDED COMMON STOCK PURCHASE 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, at any time on or after September __, 2018 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from MoSys, Inc., a Delaware corporation (the “Company”), a number of shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”) equal to the sum of (a) the Holder’s Pre-Funded Unit Subscription Amount, if any, divided by the Pre-Funded Purchase Price plus (b) on the 60th calendar day following the Closing Date (the “Adjustment Date”), if 85% of the lowest VWAP during the 5 Trading Days immediately following such date (such price, the “Reset Price” and such five Trading Day period, the “Adjustment Period”) is less than the Per S
COMMON STOCK PURCHASE WARRANT MOSYS, INC.Common Stock Purchase Warrant • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices
THIS COMMON STOCK PURCHASE 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, at any time on or after September __, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from MoSys, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CO-PLACEMENT AGENCY AGREEMENTCo-Placement Agency Agreement • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices • New York
MEMORANDUM OF UNDERSTANDING FOR MODIFICATION OF 10% SENIOR SECURED CONVERTIBLE NOTESModification of 10% Senior Secured Convertible Notes • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices
MoSys, Inc., a Delaware corporation (the “Company”), Ingalls & Snyder LLC as agent (“Purchasers’ Agent”) for all Purchasers of Notes pursuant to the 10% Senior Secured Convertible Note Purchase Agreement dated as of March 14, 2016, as amended to date (the “Agreement”), and Ingalls & Snyder Value Partners, the Holder of the Majority-in-Interest of the Notes agree to modify and amend the Agreement and the Notes to restructure the indebtedness represented thereby in accordance with the following principles and conditions set forth in this Memorandum of Understanding among them dated September 13, 2018 (this “MOU”):
August 8, 2018 Daniel LewisEmployment Agreement • September 17th, 2018 • MoSys, Inc. • Semiconductors & related devices • California
