PURSUANT TO COMPARABLE PROVISIONS OF FEDERAL LAW IF THE DISPUTE FALLS WITHIN THE
EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS), SITTING WITHOUT A JURY, IN SANTA
CLARA COUNTY, CALIFORNIA; AND THE PARTIES HEREBY SUBMIT TO THE JURISDICTION OF
SUCH COURT.
THE REFERENCE PROCEEDINGS SHALL BE CONDUCTED PURSUANT TO AND IN
ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE §§ 638
THROUGH 645.1, INCLUSIVE.
THE PRIVATE JUDGE SHALL HAVE THE POWER, AMONG OTHERS,
TO GRANT PROVISIONAL RELIEF, INCLUDING WITHOUT LIMITATION, ENTERING TEMPORARY
RESTRAINING ORDERS, ISSUING PRELIMINARY AND PERMANENT INJUNCTIONS AND APPOINTING
RECEIVERS.
ALL SUCH PROCEEDINGS SHALL BE CLOSED TO THE PUBLIC AND CONFIDENTIAL
AND ALL RECORDS RELATING THERETO SHALL BE PERMANENTLY SEALED.
IF DURING THE
COURSE OF ANY DISPUTE, A PARTY DESIRES TO SEEK PROVISIONAL RELIEF, BUT A JUDGE
HAS NOT BEEN APPOINTED AT THAT POINT PURSUANT TO THE JUDICIAL REFERENCE
PROCEDURES, THEN SUCH PARTY MAY APPLY TO THE SANTA CLARA COUNTY, CALIFORNIA
SUPERIOR COURT FOR SUCH RELIEF.
THE PROCEEDING BEFORE THE PRIVATE JUDGE SHALL
BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A COURT UNDER THE RULES OF
EVIDENCE APPLICABLE TO JUDICIAL PROCEEDINGS.
THE PARTIES SHALL BE ENTITLED TO
DISCOVERY WHICH SHALL BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A
COURT UNDER THE RULES OF DISCOVERY APPLICABLE TO JUDICIAL PROCEEDINGS.
THE
PRIVATE JUDGE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY RULES AND
ORDER APPLICABLE TO JUDICIAL PROCEEDINGS IN THE SAME MANNER AS A TRIAL COURT
JUDGE.
THE PARTIES AGREE THAT THE SELECTED OR APPOINTED PRIVATE JUDGE SHALL
HAVE THE POWER TO DECIDE ALL ISSUES IN THE ACTION OR PROCEEDING, WHETHER OF FACT
OR OF LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON PURSUANT TO THE
CALIFORNIA CODE OF CIVIL PROCEDURE § 644(A).
NOTHING IN THIS PARAGRAPH SHALL
LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP REMEDIES,
FORECLOSE AGAINST COLLATERAL, OR OBTAIN PROVISIONAL REMEDIES.
THE PRIVATE JUDGE
SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION,
AND ENFORCEABILITY OF THIS PARAGRAPH.
[remainder of page intentionally left blank; signature page immediately follows]
4
IN WITNESS WHEREOF, the parties have cause this Intellectual Property Security
Agreement to be duly executed by its officers thereunto duly authorized as of
the first date written above.
Address of Debtor:
Debtor:
NETLIST, INC.
NETLIST, INC.
51 Discovery, Suite 150
Irvine, CA 92618
By:
Attn: Gail Itow, CFO
Name:
Fax: 949.679.0113
Title:
Email: 
Address of Secured Party:
Secured Party:
3003 Tasman Drive
SILICON VALLEY BANK
Santa Clara, California 95054
By:
Name:
Title:
Form: 3/1/02
5
EXHIBIT A
REGISTERED COPYRIGHTS
(including copyrights that are the subject of an application for registration)
Title
Registration/
Application
Number
Registration/
Application
Date
NONE
EXHIBIT B
PATENTS
Title
Registration/
Application
Number
Registration/
Application
Date
See Schedule B-1 attached hereto and incorporated herein
EXHIBIT C
TRADEMARKS
Title
Registration/
Application
Number
Registration/
Application
Date
See Schedule C-1 attached hereto and incorporated herein