| Change of Control Offer (Mandatory Repurchase) · Mandatory Repurchase | On or prior to consummation of Change of Control, Issuer must offer to repurchase all Notes at: (x) if before June 23, 2026, greater of (i) Make-Whole Redemption Price minus 3.00% of principal or (ii) Applicable Redemption Price as of June 23, 2026; (y) if on or after June 23, 2026, Applicable Redemption Price | | source ↗ |
| MVF Utilization and Revenue Test (Control Triggering Event) · Financial / Operational | For fiscal quarter ending June 30, 2025: Utilization at MVF not less than 20% (average) AND revenue from MVF Products not less than $50,000,000, accounting for only Internally-Sourced Wafers | | source ↗ |
| Material IP Disposition Restriction · Negative Covenant | Neither Issuer nor any Subsidiary may invest Material IP into any person or dispose of Material IP unless: (a) for an Investment, Material IP remains subject to first-priority Lien securing Note Obligations; (b) for a Disposition, only non-exclusive licenses permitted and Material IP remains subject to first-priority Lien | | source ↗ |
| Limitation on Business Activities · Negative Covenant | No engagement in any business materially different from business conducted or contemplated on the Original Closing Date | | source ↗ |
