Exhibit 4.12


 


SECURED PROMISSORY NOTE


 


	$300,000.00   	February 12, 2016
	 	Portland, Oregon


 


FOR VALUE RECEIVED, Summit Semiconductor
LLC, a Delaware limited liability company (“Borrower”), promises to pay to the order of Carl Berg (“Lender”),
or registered assigns, in lawful money of the United States of America, the principal sum of $300,000.00, together with
accrued interest, on January 31, 2017 (the “Maturity Date”).


 


The following is a statement of the rights
of Lender and the conditions to which this Note (the “Note”) is subject, and to which Lender, by the acceptance
of this Note, agrees:


 


1.          Interest
and Payments. Interest shall accrue on a simple interest basis on the outstanding principal balance at a rate of 10%
per annum, from the date hereof 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:


 


(a)          On
the Maturity Date, Borrower shall pay Lender the entire unpaid principal amount of this Note and all accrued unpaid interest hereon.
Promptly following the payment in full of this Note, Lender shall surrender this Note to Borrower for cancellation.


 


2.          Prepayment.
This Note may be prepaid before the Maturity Date without penalty, provided however, that (i) any prepayment made on a date
that is not a regular payment date must be accompanied by interest to the next regular payment date, and (ii) such prepayment will
not be credited to Borrower’s account until such regular payment date.


 


3.          Events
of Default. The occurrence of any of the following events will constitute an “Event of Default” by Borrower:
(a) Borrower fails to make any payment when due; (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails
to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note, the Security Agreement,
any other agreement related to this Note or the Security Agreement, or in any other agreement or loan Borrower has with Lender;
(c) any representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf is false or misleading
in any material respect either now or at the time made or furnished; (d) Borrower becomes insolvent, a receiver is appointed for
any part of Borrower’s property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws; (e) any creditor tries to take any of Borrower’s
property on or in which Lender has a lien or security interest; (f) the members of Borrower as of the date hereof cease to own
and control at least 50% of Borrower’s limited liability company interests and voting rights; or (g) any of the events described
in this default section occurs with respect to any guarantor of this Note.


 




     


     


    

  


If any Event of Default, is curable and
if Borrower has not already been given a notice of a breach of the same provision of this Note, it may be cured (and no Event of
Default will have occurred) if Borrower, after receiving written notice from Lender demanding cure: (a) cures the Event of Default
within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems
in Lender’s sole discretion to be sufficient to cure the Event of Default and thereafter continues and completes all reasonable
and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


4.          Lender’s
Rights. Upon an Event of Default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid
interest immediately due, without notice, and then Borrower will pay that amount. Upon an Event of Default, including failure to
pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the following: (a)
increase the interest rate on this Note to an interest rate which is six percent (6%) per annum in excess of interest rate otherwise
applicable under this Note (which increased rate is referred to as the “Default Rate”), and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom until paid at the Default Rate. The interest rate will
not exceed the maximum rate permitted by applicable law. Lender may have or pay someone else to help collect this Note if Borrower
does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender’s
attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit, including attorneys’ fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs,
in addition to all other sums provided by law.


 


5.          Security.
This Note is secured by a Loan and Security Agreement of even date herewith (the “Security Agreement”) and other
related security instruments to which reference is hereby made for a description of the nature and extent of the security, the
rights and limitations of the rights of the holder of this Note and the terms and conditions upon which this Note is secured.


 


6.          Lender
Advances. Lender may make advances under the Security Agreement or other instrument providing security for this Note, to protect
Lender’s interest in the Security Agreement or other instrument providing security for this Note from loss of value or damage.
Any money so advanced (including reasonable costs of recovery and attorneys’ fees) plus interest at the Default Rate shall
become an obligation due and owing under the terms of this Note immediately upon the date advanced by Lender and is an obligation
of Borrower secured by the Security Agreement or other instrument providing security for this Note.


 


7.          Commercial
Loan. Borrower acknowledges that the proceeds of this Note are primarily for commercial, investment or business purposes, and
are not for a consumer transaction (which is defined as a transaction primarily for personal, family or household purposes).


 




     


     


    

  


8.           
Governing Law, and Jurisdiction. In the event of a lawsuit to enforce or interpret this Note, Borrower agrees, upon
Lender’s request, to submit to the jurisdiction of the courts of Multnomah County, State of Oregon. This Note shall be
governed by and construed in accordance with the laws of the State of Oregon, without regard to its choice of law
principles.


 


9.            General.


 


(a)          This
Note shall bind the heirs, personal representatives, successors and assigns of each of the undersigned.


 


(b)          Borrower
waives protest, presentment, demand and notice of nonpayment and expressly agrees that this Note and the time for any payment under
this Note may be extended from time to time without in any way affecting the undertakings of the Borrower under this Note, the
Security Agreement or any other instrument securing this Note or Borrower’s obligations to Lender.


 


10.         Usury.
Notwithstanding any provision in this Note which might otherwise be construed to the contrary, it is the desire of Lender and Borrower
that the total liability for payments in the nature of interest shall not exceed the limits imposed by any applicable state or
federal interest rate laws. If any payments in the nature of interest, additional interest, and other charges made under this Note
are held to be in excess of the limits imposed by any applicable state or federal laws, then at Lender's option, any such excess
amount shall either be refunded to Borrower or shall be considered a premium-free prepayment of principal.


 


11.         Further
Assurances. Borrower agrees that from time to time, at its own expense, Borrower will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may request, in order
to perfect and protect any security interest granted hereby or to enable Lender to exercise and enforce its rights and remedies
hereunder with respect to any collateral. Borrower hereby authorizes Lender to take all action that may be necessary or desirable
to perfect and protect any security interest granted hereby, including without limitation the filing of any financing statement
or continuation statement, and any amendments thereto, with the appropriate governmental offices.


 




     


     


    

  


12.          NOTICE
TO BORROWER.


 


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.


 


	BORROWER:	 
	 	SUMMIT SEMICONDUCTOR LLC, a 

Delaware limited liability company
	 	 	 
	 	By: 	
	 	 	Brett Moyer, Chief Executive Officer