Re: Second Amended and Restated Overadvance Side LetterSilicon Mountain Holdings, Inc. • November 14th, 2008 • Electronic computers
Reference is hereby made to that certain Security and Purchase Agreement dated as of September 25, 2006 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), VCI SYSTEMS, INC., a Colorado corporation (“VCI”, and together with Parent and SMM, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). This Second Amended and Restated Overadvance Side Letter amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain Amended and Restated Overadvance Side Letter dated as of April 15, 2008 by and among each Company and Laurus, Valens U.S. SPV I, LLC (“Valens US”), Valens Offshore SPV I, LTD (“Valens Offshore”), PSource Structured Debt Limited (“PSource”) and LV Administrative Services, Inc. as agent (“Agent” and together with Laurus, Vale
