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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 4.13
Amendment No. 1 TO
SECURED PROMISSORY NOTE
This Amendment No. 1 to Secured Promissory Note (this “Amendment”) is effective this November 17, 2016, by and among Carl Berg (the “Lender”) and Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”). The Company issued that certain Secured Promissory Note dated February 12, 2016 to Lender having a principal balance of $300,000.00 (the “Note”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Company agree to amend the Note as follows:
1. The “Maturity Date” of the Note shall be June 1, 2017.
2. In the event that the Company completes an underwritten public offering of its Common Units (or an equivalent thereof) or consummates a Change of Control during the term of the Note, the then aggregate outstanding principal amount of the Note (and accrued and unpaid interest thereon) shall be converted, automatically and without any further action on the part of the Lender, the Company or any other person, into that number of Common Units (or an equivalent thereof) as is equal to the quotient obtained by dividing (i) the aggregate principal amount of the Note (and accrued and unpaid interest thereon) by (ii) the Conversion Price. “Conversion Price” shall mean the lesser of (A) (i) $0.30 or (B) (i) the highest price per Common Unit (or an equivalent thereof) sold in the Company’s initial public offering or paid by a buyer in connection with a Change of Control, multiplied by (ii) 75%. “Change of Control” shall mean (i) the consummation of a merger or consolidation of the Company with or into another entity or (ii) the bone fide sale of substantially all the Company’s assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the Company’s unit holders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s units immediately prior to such merger or consolidation.
3. Except as expressly amended hereby, the terms of the Note as originally constituted remain in full force and effect.
4. This Amendment and all actions arising out of or in connection with this Amendment shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to the conflicts of law provisions of the State of Oregon, or of any other state.
5. This Amendment may be executed and delivered electronically and in counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.
C:
LENDER: | COMPANY: |
CARL BERG | Summit semiconductor, llc |
By: | By: | |||
Name: | ||||
Title: |
C:
This ‘S-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 7/2/18 | None on these Dates | ||
6/1/17 | ||||
11/17/16 | ||||
2/12/16 | ||||
List all Filings |