Exhibit
4.6


 


THIRD
NOTE MODIFICATION AND LOAN AND SECURITY AGREEMENT


MODIFICATION
AGREEMENT


 


This Third Note
Modification and Loan and Security Agreement Modification Agreement is made effective as of February 8, 2016 (the “Effective
Date”), by and between Meriwether Mezzanine Partners, L.P., a Delaware limited
partnership (“Lender”) and
Summit Semiconductor LLC, a Delaware limited liability company (“Borrower”),
and modifies and amends certain terms of Borrower’s indebtedness evidenced by a promissory note in favor of Lender
dated January 5, 2015 in the original principal amount of $500,000.00, as amended by the Note Modification Agreement between Borrower
and Lender dated effective June 30, 2015 and the Second Note Modification Agreement between Borrower and Lender dated July 23,
2015 (collectively, the “Note”),
and the Loan and Security Agreement dated as of January 5, 2015 (the “Security
Agreement”). The Security Agreement, a UCC-1 Financing Statement filed with
the Delaware Secretary of State on January 8, 2015 as Filing No. 2015- 0085851 (“UCC-1”) and other security
documents secure Borrower’s indebtedness evidenced by the Note (the Security Agreement, together with the UCC-1 and all
other documents securing Borrower’s indebtedness to Lender are referred to herein as the “Security
Documents”).


 


For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower hereby agree
as follows:


 


1.     Payment.
As an express condition precedent to the effectiveness of the modifications of the Note and Security Documents set forth in
Section 4 below, Borrower shall, contemporaneously with Borrower’s execution and delivery of this Agreement, make a payment
to Lender in the amount of $250,000.00 (the “Lender Payment”).
Lender shall apply $225,000.00 of the Lender Payment to principal outstanding under the Note and $25,000.00 of the Lender
Payment to accrued and unpaid interest on the Note.


 


2.     Systems.
As an express condition precedent to the effectiveness of the modifications of the Note and Security Documents set forth in
Section 4 below, Borrower shall by March 8, 2016, transfer and deliver to Lender, for no additional consideration, two Enclave
5.1 (the “Systems”). Borrower
shall deliver the Systems to Lender’s designated location by recognized national carrier, and provide tracking information
to Lender as soon as practicable.


 


3.     Legal
Fees. As an express condition precedent to the effectiveness of the modifications of the Note and Security Documents set forth
in Section 4 below, Borrower shall promptly remit to Lender an amount in respect of Lender’s reasonable legal fees incurred
in connection with this Agreement and the transactions contemplated hereby, in an amount not to exceed $3,000.00 (the “Legal
Fees”).


 


4.     Modifications.


 


		a.	Effective
                                         upon Lender’s receipt of the Lender Payment, the Systems and the Legal Fees, the
                                         Note is hereby modified and amended as follows:



 


		i.	“Maturity
                                         Date” means February 1, 2017.



 


		ii.	The
                                         first paragraph of Section 1 is hereby amended and restated as follows:



 


“1.          Interest
and Payments. Interest shall accrue on a simple interest basis on the outstanding principal balance at a rate of 1.25% per
month, from the date hereof until February 7, 2016, and thereafter, interest shall accrue on a simple interest basis on the outstanding
principal balance at a rate of 0.83333% per month, from February 8, 2016 until this Note is paid in full. All payments to be made
by Borrower pursuant to the terms of this Note shall be made in U.S. dollars and at such place as Lender hereof may from time
to time designate in writing to Borrower as follows:”


 






     


     


    

 


		b.	Effective
                                         upon Lender’s receipt of the Lender Payment, the Systems and the Legal Fees, the
                                         Security Agreement is hereby modified and amended as follows:



 


		i.	A
                                         new Section 22 is added as follows:



 


“22.        Additional
Loan. Notwithstanding anything to the contrary herein, but subject
to the satisfaction of the conditions set forth below, Grantor may, on or after February 8, 2016, borrow from one or more lenders
(the “Additional Lenders”) a loan (the “Additional Loan”) as follows:


 


(a)          At
the time the Additional Loan is disbursed, the maximum principal amount of the (i) Additional Loan, plus (ii) the outstanding
principal and accrued interest on the Bridge Loan, plus (iii) the outstanding principal and accrued interest on the loans made
to the Grantor by Carl Berg and Hansong Technology in the original principal amounts of $200,000.00 and $353,475.00, respectively,
plus (iv) the outstanding principal and accrued interest on the loans made to the Grantor for the purpose of funding the Lender
Payment in an amount not to exceed $250,000,00, may not exceed $3,000,000.00 in the aggregate of (i), (ii), (iii) and (iv). Following
disbursement of the Additional Loan in the maximum amount as specified in the prior sentence, no additional indebtedness on borrowed
money may be incurred by the Grantor, notwithstanding any payment of principal on the Additional Loan or the other indebtedness
described in the prior sentence.


 


(b)          The
Grantor may pledge any or all of the Collateral to secure the indebtedness on the Additional Loan and the indebtedness described
in subsections (ii), (iii) and (iv) of Section 22(a) above if and only if the Additional Lenders and such other lenders enter
into an agreement with the Secured Party pursuant to which the priority of the lien and security interest arising under this Agreement
shall be pari passu with the Hen granted by the Grantor in favor of the Additional Lenders and such other lenders, and
on further terms and conditions satisfactory to the Secured Party in accordance with reasonable terms customarily agreed to between
lenders in similar circumstances, with the Secured Party’s reasonable costs and legal fees incurred in connection with such
agreement to be paid by the Grantor.


 


(c)          No
default hereunder or Event of Default exists at the time the Additional Loan is disbursed, nor does any event exist which with
the giving of notice or the passage of time or both would constitute a default hereunder or an Event of Default, as determined
by the Secured Party in its sole discretion.


 


(d)          The
Grantor has provided the Secured Party with copies of all documents prepared to evidence or secure the Additional Loan.


 




     


     


    

  


Any
default under the Additional Loan shall constitute a default hereunder and an Event of Default.”


 


5.     No
Further Changes. Except as herein specifically modified, all of the terms and conditions of the Note, the Security Documents
and all documents and agreements related thereof shall remain in full force and effect.


 


BORROWER:


 


	 	SUMMIT
    SEMICONDUCTOR LLC, a Delaware limited liability company


 


	 	By:	
	 	 	Brett Moyer, Chief Executive Officer


 


LENDER:


 


	 	MERIWETHER
    MEZZANINE PARTNERS, L.P., a Delaware limited partnership


 


	 	By:
    MMP GENERAL PARTNER, LLC, a Delaware limited liability company, its general partner


 


	 	By:	
	 	 	David Howitt, sole
    member


 


	 	Address:	2001
     NW 19th Avenue, #103B
	 	 	Portland, OR 97209