INTEL CORPORATION
By:________________________________
Name:______________________________
Title:_______________________________
ACKNOWLEDGED AND ACCEPTED:
IM FLASH TECHNOLOGIES, LLC
By:________________________________
Name:______________________________
Title:_______________________________
SIGNATURE PAGE TO
PROMISSORY NOTE
ISSUED BY INTEL CORPORATION
TO IM FLASH TECHNOLOGIES, LLC
Attachment D-1-1
APPENDIX E
Intentionally Omitted.
Appendix E-1
EXHIBIT A
FORM OF
MANDATORY NOTE
NEITHER THIS NOTE NOR ANY INTEREST IN THE JOINT VENTURE COMPANY (AS DEFINED
BELOW) THAT MAY BE ACQUIRED UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATES. THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE
REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS NOTE
AND ANY INTEREST IN THE JOINT VENTURE COMPANY ACQUIRED UPON CONVERSION OF THIS
NOTE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD UNLESS PERMITTED UNDER SECTIONS 12.2 OR 12.5 OF THE
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED
FEBRUARY 27, 2007, OF THE JOINT VENTURE COMPANY AND THEN ONLY PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM AS PERMITTED UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
IM FLASH TECHNOLOGIES, LLC
REDEEMABLE NOTE
No.: _________
Principal Amount: $[____________]
Location: [____________]
Date of Issuance: [____________]
Maturity Date: [____________]
FOR VALUE RECEIVED, IM Flash Technologies, LLC, a Delaware limited liability
company (the "Joint Venture Company"), promises to pay to [____________], a
Delaware corporation (the "Funding Member"), or such Wholly-Owned Subsidiary of
the Funding Member as the Funding Member may designate, the principal sum of
[____________] Dollars ($[____________]) and to pay interest on the outstanding
principal of this Convertible Promissory Note (this "Note"), in accordance with
Section 2 of this Note.
This Note is delivered in exchange for Member Debt Financing received from the
Funding Member pursuant to Section 3.1 of the Amended and Restated Limited
Liability Company Operating Agreement, dated February 27, 2007, of the Joint
Venture Company (the "Operating Agreement") and is issued under and subject to
the terms, provisions and conditions of the Operating Agreement. Reference is
hereby made to the Operating Agreement for a full statement of the respective
rights, limitations of rights and duties of the Joint Venture Company, the
Funding Member and [____________], a Delaware corporation (the "Non-Funding
Member") and the terms under which this Note is issued and delivered.
Capitalized terms used in this Note and not defined shall have the meanings set
forth in the Operating Agreement. This
Exhibit A-2
Note may be one of a series of Notes issued pursuant to Section 3.1 of the
Operating Agreement. This Note is [a Mandatory Shortfall Note] [a Mandatory
Equalization Note].
1. TERM.
(a) Subject to paragraph (b) below, from and after the date that is [***] after
the date of this Note (the "Maturity Date"), the Funding Member shall elect to