Exhibit 10.11


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of November 18, 2016, between Summit Semiconductor, LLC, a Delaware
limited liability company (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).


 


WHEREAS, the Company is
offering Senior Secured Original Issue Discount Convertible Notes with Warrants to acquire up to that number of Common Units as
is determined in accordance with the terms of the Warrants (the “Offering”);


 


WHEREAS, the Company has
engaged Alexander Capital for this Offering; and


 


WHEREAS, the Company is
conducting this Offering and shall conduct future offerings to qualify to list its Common Units on a national securities exchange;
and


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchaser, and Purchaser desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and Purchaser agree as follows:


 


Article
I

DEFINITIONS


 


1.1          Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this
Section 1.1:


 


“Acquiring Person” shall
have the meaning ascribed to such term in Section 4.7.


 


“Action” shall have the meaning
ascribed to such term in Section 3.1(j).


 


“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors” means
the board of directors of the Company.


 


“Business Day” means any
day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 




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“Closing” means the closing
of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing Date” means the
Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all
conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Securities, in each case, have been satisfied or waived.


 


“Commission” means the United
States Securities and Exchange Commission.


 


“Common Unit” means the common
unit of the Company, and any other class of securities into which such securities may hereafter be reclassified or changed.


 


“Common Unit Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Units,
including, without limitation, any debt, preferred unit, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Unit.


 


“Conversion Price” shall
have the meaning ascribed to such term in the Notes.


 


“Conversion Units” shall
have the meaning ascribed to such term in the Notes.


 


“Disclosure Schedules” shall
have the meaning ascribed to such term in Section 3.1.


 


“Effective Date” means the
earliest of the date that (a) a registration statement covering the Underlying Units has been declared effective by the Commission,
or (b) all of the Underlying Units have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement
for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale
restrictions.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FCPA” means the Foreign
Corrupt Practices Act of 1977, as amended.


 


“GAAP” shall have the meaning
ascribed to such term in Section 3.1(h).


 


“Indebtedness” shall have
the meaning ascribed to such term in Section 3.1(v).


 


“Intellectual Property Rights”
shall have the meaning ascribed to such term in Section 3.1(n).


 


“Liens” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(b).


 




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“Material Permits” shall
have the meaning ascribed to such term in Section 3.1(l).


 


“Maximum Rate” shall have
the meaning ascribed to such term in Section 5.15.


 


“Notes” means the Senior
Secured Original Issue Discount Convertible Notes issued by the Company to the Purchaser hereunder, in the form of Exhibit A
attached hereto.


 


“Operating Agreement” means
that certain Amended and Restated Limited Liability Company Agreement dated April 9, 2016, as amended from time to time.


 


“Original Issue Discount”
means 15%.


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Amount” means
the principal amount of the Note, set forth below the Purchaser’s signature block on the signature pages hereto next to the
heading “Principal Amount,” in United States Dollars.


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Public Information Failure”
shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public Information Failure Payments”
shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser Party” shall have
the meaning ascribed to such term in Section 4.9.


 


“Required Approvals” shall
have the meaning ascribed to such term in Section 3.1(e).


 


“Required Minimum” means,
as of any date, the maximum aggregate number of Common Units then issued or potentially issuable in the future pursuant to the
Transaction Documents, including any Underlying Units issuable upon exercise in full of all Warrants or conversion in full of all
Notes, ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price is at all times on
and after the date of determination 75% of the then Conversion Price on the Trading Day immediately prior to the date of determination.


 


“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 




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“Securities” means the Notes,
the Warrants, the Warrant Units and the Underlying Units.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short Sales” means all “short
sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or
reservation of borrowable units of Common Unit).


 


“Subscription Amount” means
the aggregate amount to be paid for Notes and Warrants, which shall equal the Principal Amount multiplied by 85%, set forth below
the Purchaser’s signature block on the signature pages hereto next to the heading “Subscription Amount,” in United
States dollars and in immediately available funds.


 


“Subsidiary” means a subsidiary
of the Company, as set forth in Section 3.1.


 


“Trading Day” means a day
on which the principal Trading Market is open for trading.


 


“Trading Market” means any
of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
MKT (formerly NYSE AMEX), the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTC Bulletin Board or the Pink OTC Markets (or any successors to any of the foregoing).


 


“Transaction Documents” means
this Agreement, the Notes, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


“Transfer Agent” means the
Company’s transfer agent with respect to its units of Common Stock.


 


“Underlying Units” means
the Common Units issued and issuable upon conversion or redemption of the Notes and upon exercise of the Warrants.


 


“Warrants” means, collectively,
the Common Unit purchase warrants delivered to the Purchaser at the Closing, which Warrants shall be exercisable immediately following
the Closing Date and have a term of exercise equal to five years, in the form of Exhibit B attached hereto.


 


“Warrant Units” means the
Common Units issuable upon exercise of the Warrants.


 




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Article
II

PURCHASE AND SALE


 


2.1          Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, the Notes.
Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to Purchaser
its Note and a Warrant, as determined pursuant to Section 2.2(a), and the Company and Purchaser shall deliver the other items set
forth in Section 2.2 deliverable at the Closing. Upon satisfaction or waiver of the covenants and conditions set forth in Sections
2.2 and Section 2.3, the Closing shall occur at the offices of Alexander Capital, 17 State Street, New York, NY 10007, or such
other location as the parties shall mutually agree. At the Closing, the Company shall execute and deliver the Security Agreement
(in the form attached hereto as Exhibit C) and file a UCC-1 financing statement with the appropriate division of the Secretary
of State of Delaware and the Company shall execute, deliver and/or file such other documents as the Purchaser shall reasonably
require.


 


2.2          Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         a
Note with a principal amount equal to the Purchaser’s Principal Amount, registered in the name of the Purchaser; and


 


(iii)        a
Warrant registered in the name of the Purchaser with an exercise price per unit equal to $0.36 and to purchase up to a number of
Common Units equal to 50% of the number of Common Units issuable upon conversion of the Purchaser’s Note at a conversion
price per unit determined in accordance with the terms of the Note; provided, however, in the event the Company does not consummate
its initial public offering or become public in some other manner on or before June 1, 2017, the Warrant coverage shall increase
from 50% to 100%.


 


(b)          On
or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)          this
Agreement duly executed by the Purchaser; and


 


(ii)         the
Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.


 


2.3          Closing
Conditions.


 


(a)          The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 




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(ii)         all
obligations, covenants and agreements of Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and


 


(iii)        the
delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)        the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv)        there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


Article
III

REPRESENTATIONS AND WARRANTIES


 


3.1          Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to Purchaser as of the
Closing Date:


 


(a)          Subsidiaries.
The following entities represent all of the direct and indirect subsidiaries of the Company which conduct any operation or which
have more than de minimis assets: Focus Enhancements Korea, a Korean corporation; Summit Semiconductor K.K., a Japanese
corporation; and WiSA, LLC, a Delaware limited liability company (each, a “Subsidiary”).  The Company owns,
directly or indirectly, all of the Common Units or other equity interests of each Subsidiary free and clear of any Liens, and all
of the issued and outstanding Common Units of each Subsidiary are validly issued and are fully paid, non-assessable and free of
preemptive and similar rights to subscribe for or purchase securities.


 




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(b)          Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
operating agreements (including the Operating Agreement), bylaws or other organizational or charter documents. Each of the Company
and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”;
and provided, that changes in the trading price of the Common Unit shall not, in and of itself, constitute a Material Adverse Effect)
and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


 


(c)          Authorization;
Enforcement. The Company has the requisite limited liability company power and authority to enter into and to consummate the
transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s members
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, operating agreement (including the Operating Agreement), bylaws or other organizational or charter
documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which
the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.


 




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(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.6 of this Agreement and (ii) the filing of Form D with the Commission and such filings as are required to
be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)          Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents. The Underlying Units, when issued in accordance with the
terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents.


 


(g)          Capitalization.
Schedule 3.1(g) sets forth the capitalization of the Company. Except as set forth on Schedule 3.1(g), no Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. No further approval or authorization of any member, the Board of Directors or others
is required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g), and except for the Operating
Agreement, there are no member agreements, voting agreements or other similar agreements with respect to the Company’s Common
Units to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s members


 


(h)          Financial
Statements. The Company has delivered to Purchaser its unaudited financial statements as of September 30, 2016 (collectively,
the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated, except that the
unaudited Financial Statements may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material
respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein,
subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial
Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred
in the ordinary course of business subsequent to September 30, 2016; (ii) obligations under contracts and commitments incurred
in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected
in the Financial Statements, which, in all such cases, individually and in the aggregate would not reasonably be expected to have
a Material Adverse Effect.


 




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(i)          Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest Financial Statements, except as specifically
disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that
has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company
has not declared or made any distribution of cash or other property to its members or purchased, redeemed or made any agreements
to purchase or redeem any Common Units, and (v) except as set forth on Schedule 3.1(i), the Company has not issued any equity
securities to any officer, director or Affiliate. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule
3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected
to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets
or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this
representation is made.


 


(j)          Litigation.
Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective
properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county,
local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer
thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. Except as set forth on Schedule 3.1(j), there has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current
or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness
of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)          Compliance.
Except as set forth on Schedule 3.1(k), neither the Company nor any Subsidiary: (i) has received notice of a claim that
it is in default under, or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),
(ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has
been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 




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(l)          Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


(m)          Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for the Liens disclosed on Schedule 3.1(m), (ii) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and the Subsidiaries, and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance.


 


(n)          Intellectual
Property. To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).


 


(o)          Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.


 


(p)          Transactions
With Affiliates and Employees. Except as disclosed on Schedule 3(p), none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, member, member or partner, in each case in
excess of $150,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits.


 




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(q)          Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby.


 


(r)          Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(s)          Registration
Rights. Except as disclosed on Schedule 3(s), no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiaries.


 


(t)          Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any
information that it believes constitutes or might reasonably constitute material, non-public information. The Company understands
and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company.
All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated
by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees
that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 3.2 hereof.


 


(u)          No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the
registration of any such securities under the Securities Act.


 




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(v)         Solvency.
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(v) sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any
liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with GAAP. Neither the Company nor any Subsidiary received notice of a claim that it is in default with respect to any Indebtedness.


 


(w)          Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has no material tax obligations for periods subsequent to the periods to which
such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority
of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.


 


(x)          No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(y)          Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision
of the FCPA.


 


(z)          No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability
to perform any of its obligations under any of the Transaction Documents.


 




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(aa)         Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to
the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(bb)         Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(cc)         No
Bad Actor Disqualifying Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the
Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,
any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.


 


3.2          Representations
and Warranties of the Purchaser. Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein):


 


(a)          Organization;
Authority. Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction
Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 




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(b)          Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable
federal and state securities laws). Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)          Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants or converts any Notes it will be either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section
15 of the Exchange Act.


 


(d)          Experience
of Such Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)          General
Solicitation. Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(f)          Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 




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(g)          No
Bad Actor. Purchaser hereby represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor”
within the meaning of Rule 506(d). For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person
or entity covered by the “Bad Actor disqualification” provision of Rule 506(d).


 


(h)          Foreign
Purchaser. If Purchaser is not a United States person, the Purchaser represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Notes or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of the Notes, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Notes. Purchaser
further represents that its payment for, and its continued beneficial ownership of the Notes, will not violate any applicable securities
or other laws of its jurisdiction.


 


The Company acknowledges and agrees that the
representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s right to rely on the Company’s
representations and warranties contained in this Agreement or any express representations and warranties contained in any other
Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transaction contemplated hereby.


 


Article
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1          Transfer
Restrictions.


 


(a)          The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company
may require the transferor thereof to provide to the Company an opinion of corporate counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and shall make the representations set forth
in Section 3.2, and then shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)          The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 




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NEITHER THIS SECURITY NOR ANY SECURITIES INTO WHICH THIS
SECURITY IS CONVERTIBLE 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 OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF CORPORATE COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


4.2          Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding number
of Common Units, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Units pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other members of the Company.


 


4.3          Furnishing
of Information; Public Information.


 


(a)          Until
the earliest of the time that (i) the Purchaser owns no Securities or (ii) the Warrants have expired, and so long as the Company
is a reporting company pursuant to the Exchange Act, the Company covenants to maintain the registration of the Common Units under
Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date thereof pursuant to the Exchange Act even if the Company
subsequently is no longer then subject to the reporting requirements of the Exchange Act.


 


(b)          Following
the date that the Company becomes a reporting company pursuant to the Exchange Act and the Securities are eligible to be resold
pursuant to Rule 144 and ending at such time that all of the Securities may be sold without the requirement for the Company to
be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, the Company shall fail
for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”),
then, in addition to the Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an
amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of the Purchaser’s Securities on the day
of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter
until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no
longer required for the Purchaser to transfer the Underlying Units pursuant to Rule 144. The payments to which a Purchaser shall
be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.”
Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public
Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner,
such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until
paid in full. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure,
and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. The Company shall promptly notify Purchaser of the occurrence of a Public
Information Failure.


 




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4.4          Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such that it would require Common Unit holder approval
prior to the closing of such other transaction unless Common Unit holder approval is obtained before the closing of such subsequent
transaction.


 


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 Purchaser in order to exercise the Warrants or convert
the Notes. No additional legal opinion, other information or instructions shall be required of the Purchaser 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. Purchaser agrees
and acknowledges that upon written consent of the Company and the Purchaser, the aggregate principal amount of all the outstanding
Notes shall convert into Common Units at the Conversion Price.


 


4.6          Securities
Laws Disclosure; Publicity. The Company and Purchaser shall consult with each other in issuing any press releases with respect
to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or
without the prior consent of Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
issue a press release disclosing the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission
or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except: (a) as required by state
or federal securities laws, (b) to the extent requested by the Commission and (c) to the extent such disclosure is required by
law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted
under this clauses (b) and (c).


 




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4.7          Member
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the
Purchaser is an “Acquiring Person” under any control unit acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.8         
Use of Proceeds. Except as set forth on Schedule 4.8 attached hereto, the Company shall use the net proceeds from
the sale of the Securities hereunder for working capital purposes and expenses related to an initial public offering and shall
not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables
in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Unit or Common
Unit Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


 


4.9          Indemnification
of Purchaser. Subject to the provisions of this Section 4.9, the Company will indemnify and hold Purchaser and its directors,
officers, members, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, agents,
members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Purchaser Party may
suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements
made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any members of the Company who is not an Affiliate of
the Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based
upon a breach of the Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements
or understandings the Purchaser Party may have with any such member or any violations by the Purchaser Party of state or federal
securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
the Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by
the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position
of the Company and the position of the Purchaser Party, in which case the Company shall be responsible for the reasonable fees
and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser Party in
this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, in a commercially reasonable manner. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law. For the avoidance of doubts, no officers, directors,
employees, or members of the Company shall be held personally liable under this Section 4.9.


 




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4.10        Reservation
and Listing of Securities. The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market,
prepare and file with such Trading Market an additional Common Units listing application covering a number of Common Units at least
equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such Common Units to be approved
for listing or quotation on such Trading Market as soon as commercially reasonable thereafter, (iii) provide to the Purchaser evidence
of such listing or quotation and (iv) maintain the listing or quotation of such Common Units on any date at least equal to the
Required Minimum on such date on such Trading Market or another Trading Market.


 


4.11        Equal
Treatment of Purchaser. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
is also offered to all of the parties to this Agreement. Further, the Company shall not make any payment of principal or interest
on the Notes in amounts which are disproportionate to the respective principal amounts outstanding on the Notes at any applicable
time. For clarification purposes, this provision constitutes a separate right granted to Purchaser by the Company and negotiated
separately by Purchaser, and is intended for the Company to treat the Purchaser as a class and shall not in any way be construed
as the Purchaser acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


4.12        Short
Sales and Confidentiality After the Date Hereof. Each Purchaser, severally and not jointly with the other Purchaser, represents
and covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, has executed any
purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution
of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced. Each
Purchaser, severally and not jointly with the other Purchaser, represents and covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company, the Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.


 




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4.13        Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.14        Initial Public Offering; Resale Registration
Rights. The parties acknowledge that the Company intends to file a registration statement on a confidential basis for its underwritten
initial public offering (“IPO”), which it intends to pursue as soon as reasonably practicable and subject to applicable
legal requirements and market conditions. Promptly following the date of the Company’s IPO or the date of the Company’s
public listing but no later than 90 days following such date (subject further to any required underwriter lock-ups or restrictions
but in no event later than 180 days following the date of the Company’s IPO or the date of the Company’s public listing),
the Company shall prepare and file with the U.S. Securities and Exchange Commission a registration statement on Form S-1 or other
applicable form (the “Registration Statement”) providing for the resale of all of the Underlying Shares. The Company
will pay all expenses associated with such registration, including filing and printing fees, the Company’s counsel and accounting
fees and expenses, costs associated with clearing the Underlying Shares for sale under applicable state securities laws, listing
fees, fees and expenses of one counsel to the Holders up to a maximum amount of $5,000 and the Holders’ reasonable expenses
in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals with respect to the Underlying Shares being sold. The Company shall use commercially
reasonable efforts to have the Registration Statement declared effective as promptly as practicable. The Company shall notify the
Holders by facsimile or e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration
Statement is declared effective and shall simultaneously provide the Holders with copies of any related Prospectus to be used in
connection with the sale or other disposition of the securities covered thereby.


 


Article
V

MISCELLANEOUS


 


5.1          Termination.
This Agreement may be terminated by any Purchaser, as to the Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing
has not been consummated on or before January 31, 2017; provided, however, that such termination will not affect
the right of any party to sue for any breach by any other party (or parties).


 


5.2          Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company and any conversion or exercise notice delivered by a Purchaser), stamp taxes
and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 




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5.3          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via e-mail or facsimile at the e-mail address or facsimile number set forth on the signature pages attached hereto at or prior
to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via e-mail or facsimile at the e-mail address or facsimile number set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto.


 


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 Purchaser. 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 Purchaser.


 


5.6          No
Short Sales. For as long as any Purchaser holds Securities, neither the Purchaser nor any of its Affiliates nor any entity
managed or controlled by each the Purchaser will, directly or indirectly, or cause or assist any Person to (x) enter into any Short
Sale or (y) trade in derivative securities to the same effect. For instance, no Purchaser shall engage in any Short Sale which
would prevent the Company from exercising its rights under Section 6 of the Note.


 


5.7          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to
the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”


 


5.8          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.9 and this Section 5.8.


 




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5.9          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, members, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law.


 


5.10        Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities until the earlier
of (i) one year following the Closing Date and (ii) the date the Notes are no longer outstanding.


 


5.11        Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12        Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 




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5.13        Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction and an indemnification relating thereto. The applicant for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated
with the issuance of such replacement Securities.


 


5.14        Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15        Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.16        Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in
any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws
wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought
by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary
contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction
Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the
“Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest,
or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable
to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at the Purchaser’s election.


 




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5.17        Independent
Nature of Purchaser’ Obligations and Rights. The obligations of Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchaser
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchaser are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined
as an additional party in any proceeding for such purpose. Purchaser has been represented by its own separate legal counsel in
its review and negotiation of the Transaction Documents.


 


5.18        Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 


5.19        Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.20        Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to Common Unit prices and Common Units in any Transaction Document shall be subject to adjustment for reverse and
forward Common Unit splits, Common Unit combinations and other similar transactions of the Common Units that occur after the date
of this Agreement.


 


5.21        WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	SUMMIT SEMICONDUCTOR, LLC	 	Address for Notice:
	 	 	20575 NW Von Neumann Dr. Suite 100
	 	 	Beaverton, OR 97006
	 	 	 	 
	By:		 	Fax: 408-362-3431
	 	Name: Brett Moyer	 	Email: bmoyer@summitsemi.com
	 	Title: Chief Executive Officer	 	 


 


with a copy to (which shall not constitute notice):


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	Name of Purchaser: 	 


 


	Signature of Authorized Signatory of Purchaser:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Email Address of Authorized Signatory:	 


 


	Facsimile Number of Authorized Signatory:	 


 


	Address for Notice to Purchaser:	 


 


	Address for Delivery of Securities to Purchaser
	(if not same as address for notice):	               


 


	Subscription Amount (dollar amount paid for the Notes):	 


 


	Principal Amount (Subscription Amount/0.85): $	 


 


	Conversion Units: (Principal Amount / $0.30):	     	Conversion Units


 


	Warrant Units: (Conversion Units *0.50):	           	Warrant Units


 




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Exhibit A


 


Form of Note


 




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Exhibit B


 


Form of Warrant


 




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Exhibit C


 


Form of Security Agreement


 




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