Exhibit
10.19


 


Series D Notes (Issued Pursuant to November 30,
2016 SPA)


 


SUMMIT SEMICONDUCTOR,
LLC


 


Consent,
AMENDMENT and Termination AGREEMENT


 


This Consent,
Amendment and Termination Agreement (this “Agreement”) is made as of May 16, 2017 (the “Effective
Date”) between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”),
and the undersigned holders of Promissory Notes (as defined below) (“Noteholders”).


 


Recitals


 


Whereas,
Noteholders purchased from the Company, and the Company sold to Noteholders, Senior Secured Original Issue Discount Convertible
Notes (the “Promissory Notes”) and Common Units Purchase Warrants (the “Warrants”)
pursuant to that certain Securities Purchase Agreement dated as of November 30, 2016 (the “Purchase Agreement”);


 


Whereas,
in connection with the Purchase Agreement, the Company and Noteholders entered into that certain Security Agreement dated as of
November 30, 2016 wherein the Company granted Noteholders a security interest in certain of its assets as security for amounts
loaned to the Company by Noteholders (the “Security Agreement”);


 


Whereas,
the Company is offering to MARCorp Signal, LLC (“MARCorp”) convertible promissory notes and warrants
to acquire the Company’s Common Units (the “Offering”);


 


Whereas,
as a condition to closing the Offering, MARCorp requires (a) the amendment of Noteholders’ Promissory Notes to extend its
maturity date, (b) the amendment of Noteholders’ Warrants to extend the date on which Noteholders’ Warrant Units (as
defined in the Warrant) double if the Company has not consummated an initial public offering, and (c) the termination of the Security
Agreement;


 


Whereas,
Section 5.5 of the Purchase Agreement requires the written consent of Noteholders holding Notes with a majority of the aggregate
principal amount of all Notes issued under the Purchase Agreement to amend or waive the Notes and the Warrants; and


 


Whereas,
Section 6.5 of the Security Agreement requires the written consent of Noteholders holding Notes with at least 51% of the aggregate
principal amount of all Notes issued under the Purchase Agreement to amend or waive the Security Agreement,


 


Now,
Therefore, in consideration of the mutual promises and other good and valuable consideration set forth herein, the receipt
and sufficiency of which are hereby acknowledged, the Company and Noteholders, intending to be legally bound, hereby agree as follows:


 


Agreement


 


1.          Consent
to the Offering. Noteholders hereby consent to the Company pursuing, negotiating and consummating the closing of the Offering
pursuant to that certain (i) promissory note, in substantially the form attached hereto as Exhibit A, (ii) warrant, in substantially
the form attached hereto as Exhibit B, (iii) Securities Purchase Agreement, in substantially the form attached hereto as
Exhibit C, (iv) Security Agreement, in substantially the form attached hereto as Exhibit D, (v) Intercreditor Agreement,
in substantially the form attached hereto as Exhibit E, (vi) Operating Agreement Amendment, in substantially the form attached
hereto as Exhibit F, (vii) Security Agreement Joinder, in substantially the form attached hereto as Exhibit G, (vii)
Consent, Amendment and Termination Agreements to be executed by all Existing Noteholders (as defined in the Securities Purchase
Agreement), in substantially the forms attached hereto as Exhibit H, and the Management Rights Letter, in substantially
the form attached hereto as Exhibit I.


 




     


     


    

 


2.          Amendment
to the Promissory Note. The definition of “Maturity Date”, as stated and used in the Promissory Notes, is hereby
amended to be February 28, 2018.


 


3.          Amendment
to the Warrant. Notwithstanding anything in the Warrants to the contrary, the number of Warrant Units (as defined in the
Warrants) exercisable pursuant to the Warrants shall double only if the Company does not consummate an initial public offering
by February 28, 2018.


 


4.          Termination
of Security Agreement. Noteholders hereby consent to the termination of, and hereby waive their rights and privileges under,
the Security Agreement, which termination shall be effective as of the earlier of (1) the Second Closing Date (as defined in the
Securities Purchase Agreement) and (2) June 7, 2017.


 


5.          Full
Force and Effect. Except as expressly provided herein, this Agreement shall not be deemed to constitute a waiver of, consent
to, modification of or amendment of any other provision of any other agreement.


 


6.          Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original part and all of which together shall
constitute a single agreement. Each party hereto, and their respective successors and assigns, shall be authorized to rely upon
the signatures of all of the parties hereto on this Agreement which are delivered by facsimile as constituting a duly authorized,
irrevocable, actual, current delivery of this Agreement with original signatures of each party.


 


7.          Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference
to such state’s conflicts of law principles.


 


[Signature page follows]


 




     


     


    

 


In
Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.


 


	 	The Company
	 	   
	 	Summit Semiconductor, LLC
	 	   	    
	 	By:	
	 	 	Brett Moyer, Chief Executive Officer
	 	   
	 	Date:	 	                          


 


Summit
Semiconductors, LLC


Signature
Page to Consent, Amendment and Termination Agreement


 




     


     


    

 


In
Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.


 


	 	NOTEHOLDER
	 	 
	 	[Noteholder]
	 	 
	 	 
	 	Signature
	 	 
	 	Date:	 	                          


 


Summit
Semiconductors, LLC


Signature
Page to Consent, Amendment and Termination Agreement


 




     


     


    

 


Exhibit
A


 


Form
of Note




     


     


    

 


Exhibit
B


 


Form
of Warrant


 




     


     


    

 


Exhibit
C


 


Securities
Purchase Agreement


 




     


     


    

 


Exhibit
D


 


Security
Agreement


 




     


     


    

 


Exhibit
E


 


Intercreditor
Agreement


 




     


     


    

 


Exhibit
F


 


Operating
Agreement Amendment


 




     


     


    

 


Exhibit
G


 


Security
Agreement Joinder


 




     


     


    

 


Exhibit
H


 


CONSENT,
AMENDMENT AND TERMINATION AGREEMENTS


 




     


     


    

 


Exhibit
i


 


MANAGEMENT
RIGHTS LETTER