Exhibit 10.32


 


LOAN AND SECURITY AGREEMENT


 


This LOAN AND SECURITY AGREEMENT, dated as of
January 5, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
"Agreement"), is made by and between Summit Semiconductor LLC, a Delaware limited liability company (the "Grantor")
and Meriwether Mezzanine Partners, L.P., a Delaware limited partnership (the "Secured Party").


 


WHEREAS, on the date hereof, the Secured Party
has made a loan to the Grantor in an aggregate principal amount not exceeding $500,000.00 (the "Loan"), evidenced
by that certain Secured Promissory Note of even date herewith (as amended, supplemented or otherwise modified from time to time,
the "Note") made by the Grantor and payable to the order of the Secured Party. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the Note;


 


WHEREAS, this Agreement is given by the Grantor
in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and


 


WHEREAS, it is a condition to the obligations
of the Secured Party to make the Loan evidenced by the Note that the Grantor execute and deliver this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


1.           Definitions.


 


(a)          Unless
otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However,
if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified
in Article 9.


 


(b)          For
purposes of this Agreement, the following terms shall have the following meanings:


 


"Collateral" has the meaning
set forth in Section 3.


 


"Event of Default" has
the meaning set forth in the Note.


 




    	 	 	 



     


    

 


"Intellectual Property Collateral"
means intellectual property interests of whatever kind and nature held by the Grantor, including but not limited to that intellectual
property collateral set forth on the Perfection Certificate and the Patent Collateral set forth on Exhibit A to the Patent Security
Agreement of even date hereof between the Grantor and the Secured Party.


 


"Perfection Certificate" has
the meaning set forth in Section 7.


 


"Proceeds" means "proceeds"
as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other
income from the Collateral, collections thereon or distributions with respect thereto.


 


"Secured Obligations" has
the meaning set forth in Section 4.


 


"UCC" means the Uniform
Commercial Code as in effect from time to time in the State of Delaware or, when the laws of any other state govern the method
or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in
effect from time to time in such state.


 


2.           Loan
Fees and Conditions Precedent.


 


(a)          Upon
the Grantor’s execution and delivery of the Note, and as a condition precedent to the Secured Party’s obligation to
disburse the Loan proceeds, the Grantor shall pay:


 


(i)          to
the Secured Party, a loan fee in respect of the Secured Party’s legal fees in an amount not to exceed $3,500.00; and


 


(ii)         to
the affiliate of the Secured Party designated by the Secured Party, a finder’s fee in the amount of $20,000.00.


 


At the Secured Party’s option, or in the
event that the Grantor fails to timely deliver the sums set forth in (i) and (ii) above, the Secured Party may deduct such fees
in such amounts from the disbursed loan proceeds.


 


(b)          The
following are conditions precedent to the Secured Party’s obligation to disburse the Loan proceeds:


 


(i)          The
Grantor shall have received cash proceeds of at least $500,000.00 from either (x) the issuance and sale of limited liability company
interests of the Grantor to one or more of its existing members, or (y) a bridge loan agreement for a loan to the Grantor in the
maximum principal amount of $3,000,000.00, with a maturity date of not less than seven months from the date hereof and otherwise
pursuant to the terms and conditions set forth in this Agreement (the “Bridge Loan”) with one or more lenders
(collectively, the “Bridge Lender”), and shall have provided evidence regarding either of (x) or (y) in form
and substance satisfactory to the Secured Party.


 




    	 	2	 



     


    

 


3.           Grant
of Security Interest. The Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing lien and
security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever
located, whether now existing or hereafter from time to time arising or acquired (collectively, the "Collateral"):


 


(a)          all
fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables),
goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory
notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of
credit is evidenced by a writing), securities and all other investment property, general intangibles (including all payment intangibles
and all Intellectual Property Collateral), money, deposit accounts, and any other contract rights or rights to the payment of
money; and


 


(b)          all
Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related
thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing,
and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect
to any of the foregoing.


 


4.           Secured
Obligations. The Collateral secures the due and prompt payment and performance of:


 


(a)          the
obligations of the Grantor from time to time arising under the Note, this Agreement or otherwise with respect to the due and prompt
payment of (i) the principal of and premium, if any, and interest on the Loan (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other
monetary obligations, including fees, costs, attorneys' fees (including at trial and on appeal) and disbursements, reimbursement
obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Grantor under or in respect of the Note and this Agreement; and


 


(b)          all
other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Note, this Agreement
or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note
or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from
an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary,
secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise
(all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 4 being herein
collectively called the "Secured Obligations").


 




    	 	3	 



     


    

 


5.           Perfection
of Security Interest and Further Assurances.


 


(a)          The
Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all
actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including,
without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104,
9-105, 9-106 and 9-107 of the UCC, as applicable, and shall immediately take all actions as may be requested from time to time
by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing
shall be at the sole cost and expense of the Grantor.


 


(b)          The
Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction
any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable
jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation
statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest
granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing
statement describing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect.
The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party
upon request.


 


(c)          The
Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United
States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country)
this Agreement and/or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security
interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law.


 


(d)          The
Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver
all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary
or desirable, or that the Secured Party may request, in order to perfect and protect any security interest granted hereby or to
enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to
any Collateral.


 


6.           Pari
Passu with Bridge Loan. The Secured Party shall enter into an agreement with the Bridge Lender pursuant to which the priority
of the lien and security interest arising under this Agreement shall be pari passu with the lien granted by the Grantor in favor
of the Bridge Lender and securing the indebtedness under the Bridge Loan, subject to the following conditions precedent:


 




    	 	4	 



     


    

 


(a)          the
Bridge Loan shall be in a maximum principal amount of $3,000,000.00 (including all amounts disbursed prior to, on and after the
date hereof), and have a maturity date of not less than seven months from the date hereof;


 


(b)          no
default hereunder or Event of Default exists, 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;


 


(c)          the
Grantor has provided the Secured Party with copies of all documents prepared to evidence or secure the Bridge Loan; and


 


(d)          any
such agreement between the Secured Party and the Bridge Lender must be on 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.


 


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


 


7.           Representations
and Warranties. The Grantor represents and warrants as follows:


 


(a)          It
has previously delivered to the Secured Party a certificate signed by the Grantor and entitled
"Perfection Certificate" ("Perfection Certificate"), and that: (i) the Grantor's exact legal name
is that indicated on the Perfection Certificate and on the signature page hereof, (ii) the Grantor is an organization of the
type, and is organized in the jurisdiction, set forth in the Perfection Certificate, (iii) the Perfection Certificate
accurately sets forth the Grantor's organizational identification number (or accurately states that the Grantor has none),
the Grantor's place of business (or, if more than one, its chief executive office), and its mailing address, (iv) all other
information set forth on the Perfection Certificate relating to the Grantor is accurate and complete and (v) there has been
no change in any such information since the date on which the Perfection Certificate was signed by the Grantor.


 


(b)          All
information set forth on the Perfection Certificate relating to the Collateral is accurate and complete and there has been no
change in any such information since the date on which the Perfection Certificate was signed by the Grantor.


 


(c)          The
Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.


 


(d)          All
information, including without limitation financial information, provided by or on behalf of the Grantor to the Secured Party,
is accurate and complete in all material respects.


 




    	 	5	 



     


    

 


(e)          At
the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole,
direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right
of others except for the security interest created by this Agreement and the following:


 


(i)          the
lien in favor of Heritage Bank of Commerce, evidenced by the Financing Statement filed with the Secretary of State of the State
of Delaware on March 6, 2008 as Filing No. 2008-0813830, securing indebtedness not in excess of $750,000.00; and


 


(ii)         the
lien in favor of the Bridge Lender, if any, securing indebtedness under the Bridge Loan not in excess of $3,000,000.00.


 


(f)           The
pledge of the Collateral pursuant to this Agreement creates a valid and perfected security interest in the Collateral, securing
the payment and performance when due of the Secured Obligations.


 


(g)          The
Grantor has full power, authority and legal right to borrow the Loan and pledge the Collateral pursuant to this Agreement.


 


(h)          Each
of this Agreement and the Note has been duly authorized, executed and delivered by the Grantor and each constitutes a legal, valid
and binding obligation of the Grantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless
of whether enforcement is sought in equity or at law).


 


(i)           No
authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is
required for the borrowing of the Loan and the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution
and delivery of the Note and this Agreement by the Grantor or the performance by the Grantor of its obligations thereunder.


 


(j)           With
respect to the Intellectual Property Collateral:


 


(i)          The
Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned;


 


(ii)         
the Grantor is the exclusive owner of all right, title and interest in and to, or has the exclusive right to use, all such Intellectual
Property Collateral;


 


(iii)        to
the Grantor's knowledge, the operation of the Grantor's business and the Grantor's use of Intellectual Property Collateral in
connection therewith, does not infringe or misappropriate the intellectual property rights of any other party; and


 


(iv)        no
action or proceeding is pending or, to the Grantor's knowledge, threatened seeking to limit, cancel or question the validity of
any Intellectual Property Collateral or the Grantor's ownership interest or rights therein, or alleging that any Intellectual Property
Collateral, or the Grantor's use thereof in the operation of its business, infringes or misappropriates the intellectual property
rights of any party.


 




    	 	6	 



     


    

 


(k)          The
execution and delivery of the Note and this Agreement by the Grantor and the performance by the Grantor of its obligations thereunder
and hereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree
of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or
the organizational or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which
it or its property is bound.


 


(l)           No
action, suit, litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or threatened
by or against the Grantor or against any of its property or assets.


 


(m)         The
Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of
the UCC, as applicable) to have been obtained by the Secured Party over all Collateral with respect to which such control may
be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral.


 


(n)          Neither
the Grantor nor any member or manager of the Grantor, and no legal or beneficial interest in a member of the Grantor, is a “foreign
person” under the International Investment and Trade in Services Survey Act, the Agricultural Foreign Investment Disclosure
Act of 1978, the Foreign Investments in Real Property Tax Act of 1980, the amendments of such Acts or regulation promulgated pursuant
to such Acts (collectively, the “Foreign Ownership Acts”). The Grantor, and all persons holding directly or
indirectly any beneficial interest in the Grantor, have complied with all filing and reporting requirements of the Foreign Ownership
Acts, and are not in violation thereof. Neither the Grantor, any affiliate of the Grantor nor any person owning an interest in
the Grantor is or will be an entity or person (i) that is listed in the Annex to, or otherwise subject to, the provisions of Executive
Order 13224 issued September 24, 2001 (“EO13224”), (ii) whose name appears on the most current list of the United
States Treasury Department’s Office of Foreign Assets Contract (“OFAC”) list of “Specifically Designed
National and Blocked Persons,” (which list may be published from time to time in various mediums including, but not limited
to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf) as those terms are defined in the OFAC Regulations (31 CFR Section 500,
et seq.); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224,
or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in subparts
[i] – [iv] above are herein referred to as a “Prohibited Person”). The Grantor covenants and agrees that
the Grantor does not, and shall not (a) conduct any business, or engage in any transaction or dealing, with any Prohibited
Person, including, but not limited to the making or receiving of any contribution of funds, goods, or services, to or for the benefit
of a Prohibited Person, or (b) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. The Grantor has furnished the Secured
Party with the Grantor’s federal tax identification number.


 




    	 	7	 



     


    

 


8.           Covenants.
The Grantor covenants as follows:


 


(a)          The
Grantor shall keep accurate and complete books and records at its principal place of business;


 


(b)          The
Grantor shall promptly deliver monthly financial statements which are accurate and complete in all material respects to the Secured
Party, and promptly deliver true and correct copies of tax returns and other tax filings to the Secured Party;


 


(c)          The
Grantor shall use the Loan proceeds exclusively for commercial purposes and not in any other manner;


 


(d)          The
Grantor shall preserve and maintain its limited liability company existence, rights, and all franchises, licenses, permits, and
general intangibles (including the Intellectual Property Collateral) and shall not, without providing at least 30 days' prior
written notice to the Secured Party, change its legal name, type of organization, jurisdiction of organization, location of its
chief executive office or its principal place of business or its organizational identification number. The Grantor shall, prior
to any change described in the preceding sentence, take all actions requested by the Secured Party to maintain the perfection
and priority of the Secured Party's security interest in the Collateral.


 


(e)          The
Grantor shall not, and the Grantor shall cause its members and manager to not, modify, amend, alter or adopt new or restated constituent
documents of the Grantor, including without limitation Grantor’s Certificate of Formation and limited liability company
agreement, in a manner detrimental to the Secured Party’s interests or where the Secured Party reasonably determines that
such act increases the probability of an Event of Default.


 


(f)           The
Collateral, to the extent not delivered to the Secured Party pursuant to Section 5, shall be kept at those locations
listed on the Perfection Certificate and the Grantor shall not remove the Collateral from such locations without providing at
least 30 days' prior written notice to the Secured Party. The Grantor shall, prior to any change described in the preceding sentence,
take all actions required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest
in the Collateral.


 


(g)          The
Grantor shall, at its own cost and expense, defend title to the Collateral and the lien and security interest of the Secured Party
therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected
security interest for so long as this Agreement shall remain in effect.


 




    	 	8	 



     


    

 


(h)          The
Grantor shall not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict,
or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance
or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein, other than (i)
such sales or dispositions as may occur in the ordinary course of the Grantor's business, (ii) the security interest in favor
of Heritage Bank of Commerce existing as of the date hereof and securing the Grantor’s indebtedness in favor of Heritage
Bank of Commerce in an amount not exceeding $750,000.00, and (iii) the Grantor’s grant to the Bridge Lender of a security
interest securing indebtedness not to exceed $3,000,000.00 in the aggregate under the Bridge Loan.


 


(i)           The
Grantor shall keep the Collateral in good order and repair and shall not use the same in violation of law or any policy of insurance
thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever
located.


 


(j)           The
Grantor has or will have in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount
(subject to reasonable deductions) to allow it to replace any of the Collateral that might be damaged or destroyed.


 


(k)          The
Grantor shall pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in
connection with the use or operation of the Collateral or incurred in connection with this Agreement.


 


(l)           The
Grantor shall not create, incur, assume, permit to exist or otherwise become liable with respect to any indebtedness, guaranty
or other similar obligation, other than (i) the indebtedness evidenced by the Note and trade credit incurred in the ordinary course
of the Grantor's business, (ii) indebtedness in favor of Heritage Bank of Commerce in an amount not to exceed $750,000.00 in the
aggregate, and (iii) indebtedness under the Bridge Loan in favor of the Bridge Lender in an amount not to exceed $3,000,000.00
in the aggregate.


 


(m)         The
Grantor shall not merge into or consolidate with any other party or entity, or permit any other party or entity to merge into
or consolidate with it, or liquidate or dissolve.


 


(n)          The
Grantor shall not engage in any business other than businesses of the type conducted by the Grantor on the date hereof and businesses
reasonably related thereto.


 


(o)          The
Grantor shall not make any payment on account of the purchase, redemption, defeasance, retirement or other acquisition of any
limited liability company or other equity interest of the Grantor or any of its subsidiaries, or make any distribution in respect
thereof, or make any distribution or contribution (whether in the form of cash, assets or securities) to any of the Grantor’s
subsidiaries, in each case, either directly or indirectly, whether in cash or property or in obligations of the Grantor, other
than, solely in the case of an entity taxed as a partnership, a distribution in respect of its members’ reasonably anticipated
tax obligations.


 


(p)          The
Grantor shall not create or acquire any subsidiaries.


 




    	 	9	 



     


    

 


(q)          The
Grantor shall use the proceeds of the Loan for commercial, business or investment purposes, and shall not use the Loan: (1) for
personal, family or household purposes; or (2) to purchase or carry "margin stock" (as that term is defined in Regulation
U of the Board of Governors of the Federal Reserve System) or to invest in third parties for the purpose of carrying any such
"margin stock" or to reduce or retire any indebtedness incurred for that purpose.


 


(r)          The
Grantor will not be reconstituted as an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title 1
of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or as an entity whose
assets constitute "plan assets."


 


(s)          The
Grantor shall not enter into or be a party to any transaction including any purchase, sale, lease or exchange of property, the
rendering of any service or the payment of any management, advisory or similar fees, with any member, manager or affiliate of
the Grantor unless such transaction is otherwise permitted by the terms of this Agreement, in the ordinary course of the Grantor’s
business, and on fair and reasonable terms no less favorable to the Grantor than those that would have been obtained in a comparable
transaction on an arm's length basis from an unrelated Person. The foregoing sentence notwithstanding, the Grantor may enter into
an equity financing and/or the Bridge Loan with its existing members and managers provided that such transactions are not otherwise
prohibited by the terms of this Agreement and on fair and reasonable terms no less favorable to the Grantor than those that would
have been obtained in a comparable transaction on an arm's length basis from an unrelated Person.


 


9.           Receivables.
If any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request and option of the Secured
Party the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the security interest
of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof
is to be made directly to the Secured Party.


 


10.         Secured
Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor's attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured
Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability to the
Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable.
The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


11.         Secured
Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself
perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall
be payable by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation
of the Grantor.


 




    	 	10	 



     


    

 


12.         Reasonable
Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise
of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords
its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking
action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any
agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed
to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any
Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder,
shall relieve the Grantor from the performance of any obligation on the Grantor's part to be performed or observed in respect
of any of the Collateral.


 


13.         Remedies
Upon Default. If any Event of Default shall have occurred and be continuing:


 


(a)          The
Secured Party, without any other notice to or demand upon the Grantor, may assert all rights and remedies of a secured party under
the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver,
grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to
disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Grantor at
its notice address as provided in Section 17 hereof ten days prior to the date of such disposition shall constitute
reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is
made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as
the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise
or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale
of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with
reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable
law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be
entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase
price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Grantor waives
all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder.
The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to
the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security
for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian
may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the
Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any
delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Secured Party shall
not be obligated to clean-up or otherwise prepare the Collateral for sale.


 




    	 	11	 



     


    

 


(b)          Any
cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to
the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable
attorneys' fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations
in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining
after payment in full of all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled
to receive such surplus. The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or
other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys
employed by the Secured Party to collect such deficiency.


 


(c)          If
the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor
agrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and
things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable
law.


 


14.         No
Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section
16), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced
in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights
or remedies provided by law.


 


15.         Security
Interest Absolute. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans
made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices
of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of
the Grantor hereunder, shall be absolute and unconditional irrespective of:


 


(a)          any
illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;


 




    	 	12	 



     


    

 


(b)          any
change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver,
amendment or other modification of the Note, this Agreement or any other agreement, including any increase in the Secured Obligations
resulting from any extension of additional credit or otherwise;


 


(c)          any
taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking,
release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;


 


(d)          any
manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part
of the Secured Obligations;


 


(e)          any
default, failure or delay, wilful or otherwise, in the performance of the Secured Obligations;


 


(f)           any
defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be
asserted by, the Grantor against the Secured Party; or


 


(g)          any
other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence
of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise operate as a defense
available to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.


 


16.         Amendments.
None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent
to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party
and the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which made or given.


 


17.         Addresses
For Notices. All notices and other communications provided for in this Agreement shall be addressed to the respective parties
at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated
by such party in a written notice to each other party.


 


18.         Continuing
Security Interest; Further Actions. This Agreement shall create a continuing lien and security interest in the Collateral and
shall (a) subject to Section 19, remain in full force and effect until payment and performance in full of the Secured
Obligations, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of the Secured Party and
its successors, transferees and assigns; provided that the Grantor may not assign or otherwise transfer any of its rights
or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of
the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of
the Secured Obligations shall, upon assignment, become vested with all the benefits granted to the Secured Party herein with respect
to such Secured Obligations.


 




    	 	13	 



     


    

 


19.         Termination;
Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the
request and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without
recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured
Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantor a
proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.


 


20.         Governing
Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by,
and construed in accordance with, the laws of the State of Oregon, without regard to its choice of law principles. In the event
of a lawsuit to enforce or interpret this Agreement, the Grantor agrees, upon the Secured Party’s request, to submit to
the jurisdiction of the courts of Multnomah County, State of Oregon.


 


21.         Counterparts.
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall
constitute an original, but all taken together shall constitute a single contract. This Agreement, the Note and the documents
executed in connection therewith constitute the entire contract among the parties with respect to the subject matter hereof and
supersede all previous agreements and understandings, oral or written, with respect thereto.


 


UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
BY US CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER
TO BE ENFORCEABLE.


 


[signature page follows]


 




    	 	14	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


GRANTOR:


	 	SUMMIT SEMICONDUCTOR LLC, a Delaware limited liability company


 


	 	By: 	
	 	 	Brett Moyer, Chief Executive Officer


 


	 	Address:   	20575 NW Von Neumann Dr., Suite 100
	 	 	Beaverton, OR 97006


 


SECURED PARTY:


	 	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


 








    	 	15