0001558370-17-002349 Sample Contracts

Contract
Netlist Inc • March 31st, 2017 • 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.

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NETLIST, inc. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 31st, 2017 • Netlist Inc • Semiconductors & related devices • Delaware

This INCENTIVE STOCK OPTION AGREEMENT, dated as of _________ (this “Agreement”), is between NETLIST, INC., a Delaware corporation (the “Company”), and __________ (the “Optionee”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Company's Amended and Restated 2006 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (the “Plan”).

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