Exhibit 10.30


 


SECOND AMENDMENT


TO


ASSET PURCHASE AGREEMENT


 


This Second Amendment to Asset Purchase Agreement
(the “Amendment”) is made effective as of December 5, 2016, by and between Hallo Development Co. LLC, a Michigan
limited liability company (“Hallo”) and Summit Semiconductor LLC, a Delaware limited liability company (“Summit”),
and modifies and amends certain terms of that Asset Purchase Agreement dated June 25, 2008 between Hallo and Focus Enhancements,
Inc., a Delaware corporation (“Focus”), as amended by that certain Amendment to Asset Purchase Agreement dated
October 26, 2010 between Hallo and Focus (as amended, the “Asset Purchase Agreement”). Focus subsequently assigned
its rights and obligations under the Asset Purchase Agreement to Summit pursuant to an Asset Purchase Agreement between Focus
and Summit dated July 31, 2010. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to each
in the Asset Purchase Agreement.


 


RECITALS


 


WHEREAS, the Asset Purchase Agreement provides
for payment to Hallo of the Revenue Share for revenues obtained in connection with the sale of any Covered Product during the Revenue
Share Term, as more particularly set forth therein;


 


WHEREAS, certain Revenue Share amounts are due
and owing to Hallo under the Asset Purchase Agreement; and


 


WHEREAS, Hallo and Summit have reached agreement
on an amendment to the Asset Purchase Agreement with respect to the payment of the outstanding Revenue Share amounts.


 


AGREEMENT


 


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


 


1.    Reaffirmation. Summit
hereby reaffirms all of its obligations to Hallo under the Asset Purchase Agreement, and acknowledges and agrees that, as of November
30, 2016, the outstanding Revenue Share amount, including accrued interest thereon, equals $337,911.76 (the “Outstanding
Revenue Share Amount”).


 


2.    Payment. As an
express condition precedent to the effectiveness of this Amendment, Summit shall, contemporaneously with Summit’s execution
and delivery of this Amendment, make a payment to Hallo in the amount of $37,500.00 (the “First Payment”), which
First Payment shall be applied to the Outstanding Revenue Share Amount as determined by Hallo in its sole discretion.


 


3.    Modifications. Effective
upon Hallo’s receipt of the First Payment, notwithstanding anything to the contrary in the Asset Purchase Agreement, the
remainder of the Outstanding Revenue Share Amount shall be paid by Summit as follows:


 


a.       “Final
Payment Date” means the date five (5) days following the closing of a firm commitment underwritten public offering pursuant
to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of capital
stock (or other equity) for the account of Summit in which such equity will be traded on a recognized major stock exchange (“IPO”).


 




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b.       On
the closing of a bona fide equity or debt financing (or series of related closings of any such financings) of Summit the aggregate
gross proceeds of which equal or exceed $4,000,000.00 (“Qualified Financing”), Summit shall promptly (but only,
in the event that all or part of the Qualified Financing is a debt financing, following satisfaction of the Second Payment Condition)
make a payment to Hallo in the amount of $12,500.00 (“Second Payment”), which shall be applied to the Outstanding
Revenue Share Amount as determined by Hallo in its sole discretion. “Second Payment Condition” shall be satisfied
upon Hallo’s entry into a subordination agreement with the lender or lenders participating in a Qualified Financing that
is a debt financing (“Other Lender”) pursuant to which the priority of any lien and security interest securing
the Outstanding Revenue Share Amount shall be subordinated to the lien granted by Summit in favor of the Other Lender but only
to the extent such lien secures the debt incurred in the Qualified Financing, and otherwise on terms and conditions reasonably
satisfactory to Hallo in accordance with reasonable terms customarily agreed to between lenders in similar circumstances. Hallo’s
reasonable costs and legal fees incurred in connection with such subordination agreement shall be paid by Summit contemporaneously
with the Second Payment.


 


c.       On the Final Payment
Date, Summit shall pay to Hallo a cash payment in the amount of $95,000.00 (“Third Payment”), which shall be
applied to the Outstanding Revenue Share Amount as determined by Hallo in its sole discretion. After giving effect to the Third
Payment, the remaining Outstanding Revenue Share Amount and all accrued unpaid interest thereon will automatically and without
further action by Summit or Hallo convert into the number of shares of the class and series of capital stock (or other equity)
of Summit sold in the IPO as Hallo would have received had it purchased such shares at a price per share equal to the average of
the highest and the lowest price per share at which such shares were sold on the Maturity Date.


 


d.       Promptly following receipt
by Hallo of all payments and a certificate evidencing the shares as provided for hereunder, no further amounts shall be due and
owing in respect of the Revenue Share.”


 


4.    No
Further Changes. Except as specifically modified by this Amendment, all of the terms and conditions of the Asset Purchase
Agreement and all documents and agreements related thereto shall remain in full force and effect.


 


[signatures on
following page]


 




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	SUMMIT:	 
	 	SUMMIT SEMICONDUCTOR LLC, a
    Delaware limited
	 	liability company
	 	 	 	 
	 	 	By:	/s/ Brett
    Moyer
	 	 	 	Brett Moyer, Chief Executive Officer
	HALLO:	 	 	 
	 	HALLO DEVELOPMENT CO. LLC, a
    Michigan limited
	 	liability company
	 	 	 	 
	 	 	By:	/s/ Dennis
    Howitt
	 	 	 	Dennis Howitt, Managing Member


 




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