|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/02/18 Summit Semiconductor Inc. S-1/A 65:7.4M Toppan Vintage/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.08M
(General Form)
2: EX-1.1 Underwriting Agreement HTML 144K
3: EX-3.1(I) Articles of Incorporation/Organization or By-Laws HTML 16K
4: EX-3.1(II) Articles of Incorporation/Organization or By-Laws HTML 23K
5: EX-3.2(I) Articles of Incorporation/Organization or By-Laws HTML 120K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 16K
15: EX-4.10 Instrument Defining the Rights of Security Holders HTML 27K
16: EX-4.11 Instrument Defining the Rights of Security Holders HTML 21K
17: EX-4.12 Instrument Defining the Rights of Security Holders HTML 28K
18: EX-4.13 Instrument Defining the Rights of Security Holders HTML 21K
19: EX-4.14 Instrument Defining the Rights of Security Holders HTML 59K
20: EX-4.15 Instrument Defining the Rights of Security Holders HTML 58K
21: EX-4.16 Instrument Defining the Rights of Security Holders HTML 62K
22: EX-4.17 Instrument Defining the Rights of Security Holders HTML 57K
23: EX-4.18 Instrument Defining the Rights of Security Holders HTML 56K
24: EX-4.19 Instrument Defining the Rights of Security Holders HTML 53K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 70K
25: EX-4.20 Instrument Defining the Rights of Security Holders HTML 51K
26: EX-4.21 Instrument Defining the Rights of Security Holders HTML 63K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 29K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 20K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 22K
11: EX-4.6 Instrument Defining the Rights of Security Holders HTML 29K
12: EX-4.7 Instrument Defining the Rights of Security Holders HTML 26K
13: EX-4.8 Instrument Defining the Rights of Security Holders HTML 28K
14: EX-4.9 Instrument Defining the Rights of Security Holders HTML 21K
27: EX-5.1 Opinion re: Legality HTML 22K
28: EX-10.1 Material Contract HTML 78K
37: EX-10.10 Material Contract HTML 225K
38: EX-10.11 Material Contract HTML 120K
39: EX-10.12 Material Contract HTML 44K
40: EX-10.13 Material Contract HTML 142K
41: EX-10.14 Material Contract HTML 78K
42: EX-10.15 Material Contract HTML 20K
43: EX-10.16 Material Contract HTML 40K
44: EX-10.17 Material Contract HTML 39K
45: EX-10.18 Material Contract HTML 33K
46: EX-10.19 Material Contract HTML 30K
29: EX-10.2 Material Contract HTML 34K
47: EX-10.20 Material Contract HTML 34K
48: EX-10.21 Material Contract HTML 32K
49: EX-10.22 Material Contract HTML 24K
50: EX-10.23 Material Contract HTML 119K
51: EX-10.24 Material Contract HTML 77K
52: EX-10.25 Material Contract HTML 93K
53: EX-10.26 Material Contract HTML 76K
54: EX-10.27 Material Contract HTML 31K
55: EX-10.28 Material Contract HTML 80K
56: EX-10.29 Material Contract HTML 31K
30: EX-10.3 Material Contract HTML 34K
57: EX-10.30 Material Contract HTML 25K
58: EX-10.31 Material Contract HTML 32K
59: EX-10.32 Material Contract HTML 69K
60: EX-10.33 Material Contract HTML 31K
61: EX-10.34 Material Contract HTML 57K
62: EX-10.35 Material Contract HTML 58K
63: EX-10.36 Material Contract HTML 58K
31: EX-10.4 Material Contract HTML 83K
32: EX-10.5 Material Contract HTML 66K
33: EX-10.6 Material Contract HTML 23K
34: EX-10.7 Material Contract HTML 67K
35: EX-10.8 Material Contract HTML 23K
36: EX-10.9 Material Contract HTML 31K
64: EX-21.1 Subsidiaries HTML 16K
65: EX-23.1 Consent of Experts or Counsel HTML 16K
Exhibit 10.18
Series D Notes (Issued Pursuant to November 18, 2016 SPA)
SUMMIT SEMICONDUCTOR, LLC
Consent, AMENDMENT and Termination AGREEMENT
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 the undersigned holders of Promissory Notes (as defined below) (“Noteholders”).
Recitals
Whereas, Noteholders purchased from the Company, and the Company sold to Noteholders, Senior Secured Original Issue Discount Convertible Notes (the “Promissory Notes”) and Common Units Purchase Warrants (the “Warrants”) pursuant to that certain Securities Purchase Agreement dated as of November 18, 2016 (the “Purchase Agreement”);
Whereas, in connection with the Purchase Agreement, the Company and Noteholders entered into that certain Security Agreement dated as of November 18, 2016 wherein the Company granted Noteholders a security interest in certain of its assets as security for amounts loaned to the Company by Noteholders (the “Security Agreement”);
Whereas, the Company is offering to MARCorp Signal, LLC (“MARCorp”) convertible promissory notes and warrants to acquire the Company’s Common Units (the “Offering”);
Whereas, as a condition to closing the Offering, MARCorp requires (a) the amendment of Noteholders’ Promissory Notes to extend its maturity date, (b) the amendment of Noteholders’ Warrants to extend the date on which Noteholders’ Warrant Units (as defined in the Warrant) double if the Company has not consummated an initial public offering, and (c) the termination of the Security Agreement;
Whereas, Section 5.5 of the Purchase Agreement requires the written consent of Noteholders to amend or waive the Notes and the Warrants; and
Whereas, Section 6.5 of the Security Agreement requires the written consent of Noteholders holding Notes with at least 51% of the aggregate principal amount of all Notes issued under the Purchase Agreement to amend or waive the Security Agreement,
Now, Therefore, in consideration of the mutual promises and other good and valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Noteholders, intending to be legally bound, hereby agree as follows:
Agreement
1. Consent to the Offering. Noteholders hereby consent to the Company pursuing, negotiating and consummating the closing of the Offering pursuant to that certain (i) promissory note, in substantially the form attached hereto as Exhibit A, (ii) warrant, in substantially the form attached hereto as Exhibit B, (iii) Securities Purchase Agreement, in substantially the form attached hereto as Exhibit C, (iv) Security Agreement, in substantially the form attached hereto as Exhibit D, (v) Intercreditor Agreement, in substantially the form attached hereto as Exhibit E, (vi) Operating Agreement Amendment, in substantially the form attached hereto as Exhibit F, (vii) Security Agreement Joinder, in substantially the form attached hereto as Exhibit G, (vii) Consent, Amendment and Termination Agreements to be executed by all Existing Noteholders (as defined in the Securities Purchase Agreement), in substantially the forms attached hereto as Exhibit H, and the Management Rights Letter, in substantially the form attached hereto as Exhibit I.
C:
2. Amendment to the Promissory Note. The definition of “Maturity Date”, as stated and used in the Promissory Notes, is hereby amended to be February 28, 2018.
3. Amendments to Purchase Agrement. The Purchase agreement shall be amended as follows:
| (a) | The following definition of “Requisite Holders” is added to Section 1.1 of the Purchase Agreement: |
““Requisite Holders” shall mean those Purchasers holding Notes having a majority of the aggregate principal amount of all Notes issued pursuant to this Agreement.”
| (b) | Section 4.5 of the Purchase Agreement is amended and restated in its entirety to read: |
“4.5 Conversion and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and the mandatory conversion feature included in the Notes set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Notes. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Notes. The Company shall honor exercises of the Warrants and conversions of the Notes and shall deliver Underlying Units in accordance with the terms, conditions and time periods set forth in the Transaction Documents. Each Purchaser agrees and acknowledges that upon written consent of the Company and the Requisite Holders, the aggregate principal amount of all the outstanding Notes shall convert into Common Units at the Conversion Price. For clarity, such consent by the Requisite Holders shall be binding upon all Purchasers.”
| (c) | Section 5.5 of the Purchase Agreement is amended and restated in its entirety to read: |
“5.5 Amendments; Waivers. The Transaction Documents shall not be amended, and no provision of the Transaction Documents may be waived, except upon written consent of the Company and the Requisite Holders. Each Purchaser acknowledges that (i) in the event of a conflict, this provision controls all Transaction Documents regarding the subject matter hereof, and (ii) an amendment of the Transaction Documents (or waiver of any provision of the Transaction Documents) may occur by consent of the Requisite Holders and shall be binding upon all Purchasers.”
4. Amendment to the Warrant. Notwithstanding anything in the Warrants to the contrary, the number of Warrant Units (as defined in the Warrants) exercisable pursuant to the Warrants shall double only if the Company does not consummate an initial public offering by February 28, 2018.
5. Termination of Security Agreement. Noteholders hereby consent to the termination of, and hereby waive their rights and privileges under, the Security Agreement, which termination shall be effective as of the earlier of (1) the Second Closing Date (as defined in the Securities Purchase Agreement) and (2) June 7, 2017.
C:
6. Full Force and Effect. Except as expressly provided herein, this Agreement shall not be deemed to constitute a waiver of, consent to, modification of or amendment of any other provision of any other agreement.
7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement. Each party hereto, and their respective successors and assigns, shall be authorized to rely upon the signatures of all of the parties hereto on this Agreement which are delivered by facsimile as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original signatures of each party.
8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to such state’s conflicts of law principles.
[Signature page follows]
C:
In Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.
| The Company | |||
| Summit Semiconductor, LLC | |||
| By: | |||
| Brett Moyer, Chief Executive Officer | |||
| Date: | |||
Summit Semiconductors, LLC
Signature Page to Consent, Amendment and Termination Agreement
C:
In Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.
| NOTEHOLDER | |||
| [Noteholder] | |||
| Signature | |||
| Date: | |||
Summit Semiconductors, LLC
Signature Page to Consent, Amendment and Termination Agreement
C:
Exhibit A
Form of Note
C:
Exhibit B
Form of Warrant
C:
Exhibit C
Securities Purchase Agreement
C:
Exhibit D
Security Agreement
C:
Exhibit E
Intercreditor Agreement
C:
Exhibit F
Operating Agreement Amendment
C:
Exhibit G
Security Agreement Joinder
C:
Exhibit H
CONSENT, AMENDMENT AND TERMINATION AGREEMENTS
C:
Exhibit i
MANAGEMENT RIGHTS LETTER
C:
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/2/18 | None on these Dates | ||
| 2/28/18 | ||||
| 6/7/17 | ||||
| 5/16/17 | ||||
| 11/18/16 | ||||
| List all Filings | ||||