Exhibit 10.1


 





July
25, 2018


  


VIA
ELECTRONIC MAIL 


Summit
Semiconductor, Inc.


Attn:
Brett Moyer and Gary Williams


68040
Via Del Oro


San
Jose, CA95119


bmoyer@summitsemi.com;
gwilliams@summitsemi.com


 


		Re:	Senior
                                         Secured Original Issue Discount Convertible Note Payoff Letter



 


Gentlemen:


 


Reference
is hereby made to (a) that certain Securities Purchase Agreement, dated as of May 17, 2017 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Purchase Agreement”),
by and among Summit Semiconductor, Inc., a Delaware corporation (f/k/a Summit Semiconductor, LLC, a Delaware limited liability
company) (the “Company”), and MARCorp Signal, LLC, a Delaware limited liability company (the “Purchaser”)
and (b) the Note issued by the Company to Purchaser on May 17, 2017 (as amended and updated from time to time, the “Note”).
Capitalized terms used in this letter and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.


 


Please
be advised that the sum of the aggregate outstanding amount of principal, accrued interest, default penalties and all other payment
obligations and other amounts (other than unasserted indemnification obligations, the provisions set forth in Section 4.9 of the
Purchase Agreement, and other provisions which by the terms of such Loan Document (as defined below) expressly survive termination
of such Loan Document and repayment of the Note (collectively, the “Contingent Obligations”), the survival
of which by execution hereof, the Company hereby acknowledges, confirms and reaffirms) due under the Transaction Documents other
than the Warrants (the Transaction Documents other than the Warrants, the “Loan Documents”), as of November
30, 2017 (the “Repayment Date”) is the aggregate of the amounts and Common Units set forth on Schedule I attached
hereto (the “Payoff Amount”).


 


In
an effort to settle all differences and to avoid the costs of litigation, the Company hereby acknowledges, confirms and reaffirms
that the number of Warrants owned by the Purchaser as of Repayment Date is set forth on Schedule II attached hereto. The Purchaser
acknowledges that it has received the Payoff Amount set forth on Schedule I attached hereto on or about November 30, 2017.


 


Upon
(i) receipt by the Purchaser of an executed counterpart of this letter by the Company and (ii) having confirmed receipt by the
Purchaser of the Payoff Amount:


 


(A)            
the Purchaser hereby acknowledges and agrees that such payment of the Payoff Amount will constitute payment in full of
the Note and the full satisfaction of all obligations of the Company under the Loan Documents owed to the Purchaser, and the Note
shall be thereby be deemed paid in full, released and discharged, all without any further action being required to effectuate
the foregoing, and such agreements, documents and instruments shall be deemed automatically terminated and of no further force
or effect (other than Section 4.9 of the Purchase Agreement and those provisions that expressly survive termination) and the Purchaser
shall have no further obligations to the Company under the Loan Documents;


 






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(B)             
the Purchaser hereby agrees to promptly execute and deliver such additional documents, terminations, releases or other
agreements, take such additional actions and shall provide any additional information as the Company may reasonably require to
carry out the terms of this letter, in each case at the Company’s sole expense; and


 


(C)             
upon request by the Company, the Purchaser agrees to promptly deliver to the Company or its designee the original Note
(or its statement that the Note has been lost in the form customarily used by the Purchaser in such circumstances).


 


In
consideration of the foregoing, by their execution of the acknowledgment and agreement hereto, the Company and the Purchaser shall
execute mutual releases attached hereto as Exhibit A.


 


This
letter embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject matter hereof and any prior arrangements made with
respect to the payment by the Company of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to
be incurred) by or on behalf of the Purchaser.


 


This
letter shall be a contract made under and governed by the internal laws of the State of New York applicable to contracts made
and to be performed entirely within such State, without regard to conflict of law principles. This letter may be executed in any
number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. Fax or electronic
(by email delivery) signatures shall have the same force and effect as if original signatures had been delivered.


 


[signature
pages follow]


 






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	Very truly yours,	 
	 	 	 
	MARCORP
    SIGNAL, LLC	 
	 	 	 
	By:	/s/ Jeffery
    L. McCoy	 
	Name:  	Jeffery
    L. McCoy	 
	Title: 	President	 


 


 


 


SIGNATURE
PAGE TO 

PAYOFF LETTER


  




     

     


    



 








	Acknowledged and agreed to	 
	as of the date first written above:	 
	 	 	 
	Company:	 
	 	 	 
	Summit Semiconductor, INC.	 
	 	 	 
	By:	/s/ Gary Williams	 
	Name:  	Gary Williams	 
	Title:	CFO	 


         


 


 





SIGNATURE
PAGE TO 

PAYOFF LETTER







 






     

     


    

  


Schedule
I


 


Payoff
Details


 


	Name	Payoff
                                         Amount

        Category
	Wire
    Instructions
	MARCorp
    Signal, LLC (principal, interest and penalty)	$6,980,048	Bank
    Name:  [_______]

    ABA/Routing:[_______]

    Custody Account #: [_______]

    Account Name:  [_______]
	MARCorp
    Signal, LLC (out of pocket expenses)	   $280,708	Bank
                                         Name: [_______]

        ABA/Routing:[_______]

        Custody
        Account #: [_______]

        Account
        Name: [_______]



 


	PAYOFF AMOUNT DETAILS:	 	 	 
	Payoff Date:	 	November 30,
    2017	 
	Amount Funded	 	 	5,000,000	 
	Default Interest as of Oct. 31, 2017	 	 	316,250	 
	Default Penalty	 	 	616,791	 
	OID	 	 	1,047,007	 
	Total Principal	 	$	6,980,048	 
	 	 	 	 	 
	REIMBURSEMENT OF DIRECT COSTS:	 	 	 	 
	Consulting	 	 	30,000	 
	Airfare	 	 	19,965	 
	Lodging	 	 	32,361	 
	Other Travel	 	 	5,749	 
	Meals and Entertainment	 	 	9,004	 
	Business	 	 	4,984	 
	Legal	 	 	178,645	 
	Total Direct Costs	 	$	280,708	 





 






     

     


    

 


Schedule
II


 


Warrant
Details


 


 


	WARRANTS:	46,533,653
- Units



 


 


NOTE:
The Warrants will be subject to the following terms and will be reflected in the reissued Warrants to be issued within five (5)
business days of the date of this letter:


 


A.       MARCorp’s
total warrants will be 46,533,653 (or 3,102,244 after 15 to 1 reverse split) and will be comprised of 2,614,381 warrants that
were not in dispute (“Good Warrants”) and 487,863 warrants that were in dispute (“Dispute Warrants”).


 


B.       Good
Warrants to provide for a strike price equal to the lesser of a) a 40% discount to the IPO price of the Common Stock or b) $4.50
per share.


 


C.Dispute
Warrants, with a strike price equal to the lesser of a) a 40% discount to the IPO price of the Common Stock or b) $4.50 per share,
will have an expiration date of five (5) years from date of Closing, as defined herein, and all other terms of the Warrants remain
the same consistent with the Good Warrants as originally issued.


 




     

     


    

 


Exhibit
A