Exhibit 10.22


 


May 17, 2017 


 


MARCorp Signal, LLC


18W140 Butterfield Road


Suite 1180


Oakbrook
Terrace, IL 60181


 


		Re:	Management
                                         Rights



 


Ladies and Gentlemen:


 


This letter will confirm
our agreement that pursuant to and effective as of your purchase ofa Senior Secured Original Issue Discount Convertible Note of
Summit Semiconduct, LLC (the “Company”), MARCorp Signal, LLC (the “Investor”) shall be entitled
to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights,
and other rights specifically provided to all investors of the Company:


 


1.            Investor
shall be entitled to consult with and advise management of the Company on significant business issues, including management’s
proposed annual operating plans, and management will meet with Investor regularly during each year at the Company’s facilities
at mutually agreeable times for such consultation and advice and to review progress in achieving said plans.


 


2.            Investor
may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and
intervals concerning the general status of the Company’s financial condition and operations, provided that access to highly
confidential proprietary information and facilities need not be provided.


 


3.            The
Company shall invite a representative of the Investor to attend all meetings of its Board of Directors in a nonvoting observer
capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that
it provides to its directors at the same time and in the same manner as provided to such directors; provided, however,
that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information
so provided; and provided further, that the Company reserves the right to withhold any information and to exclude
such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely
affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict
of interest, or if such Investor or its representative is a competitor of the Company.


 




     


     


    

 


4.            Investor
agrees it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in
the Company) any confidential information obtained from the Company pursuant to the terms of this letter agreement, unless such
confidential information (a) is known or becomes known to the public in general, (b) is or has been independently developed or
conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed
to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company;
provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other
professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii)
to any prospective purchaser of any securites in the Company from such Investor, (iii) to any existing or prospective affiliate,
partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such
Investor informs such oerson or entity that such information is confidential and directs such person or entity to maintain the
confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies
the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 


5.             The
rights described herein shall terminate and be of no further force or effect upon (a) such time as no securities of the
Company are held by the Investor or its affiliates; (b) the consummation of the sale of the Company’s securities
pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with
the firm commitment underwritten offering of its securities to the general public; or (c) the consummation of a merger or
consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights;
and (ii) for purposes other than (A) the reincorporation of the Company in a different state; or (B) the formation of a
holding company that will be owned exclusively by the Company’s stockholders and will hold all of the outstanding
shares of capital stock of the Company’s successor. The confidentiality obligations referenced herein will survive any
such termination.


 


[Signature Page Follows]


 




     


     


    

 


	Very truly yours, 	 	Agreed and Accepted:
	 	 	 
	MARCorp
    Signal, LLC 	 	Summit
    Semiconductor, LLC
	 	 	 	 	 
	By: 	/s/ Jeffery L. McCoy	 	By: 	/s/ Brett Moyer
	Name: 	Jeffery
L. McCoy	 	Name: 	Brett Moyer
	Title:	President	 	Title:	President and CEO