CERTAIN INFORMATION (INDICATED BY “[***]”) IN THIS EXHIBIT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
Toshiba America Electronic Components, Inc.
2950 Orchard Parkway, San Jose, CA 95131
Design and Production Agreement
This Amendment #2 (“Amendment #2”) to the Register ASIC Design and Production Agreement, dated July 31,
2008, as amended (TAEC#27N1242613) (“Agreement”) is between Toshiba America Electronic
Components, Inc., with a principal place of business at 19900 MacArthur Boulevard, Suite 400, Irvine, CA
92612 (“TAEC”) and Netlist Inc. with a place of business at 51 Discovery, Suite 150 Irvine, CA 92618
(“Customer”) and sets out the terms and conditions under which TAEC will design the product identified herein
for Customer, This Amendment is effective as of the date finally executed below (“Effective Date”).
1. Project Name
2. New Schedule
The parties agree to delete the contents of Section 4 of the Agreement, Schedule, and replace it with the
Major Project Milestones
Development PO Released
Preliminary Feasibility Study
Package Selection Finalized
Early RTL for Pipecleaning
Final RTL (functionally correct)
Tapeout — Second Signoff (GDSII transfer)
Delivery of Prototypes
System compliance phase — start
System compliance phase — complete
1 Risk Production shipment
Production turnaround time: 16 working weeks.
Schedule is provisional.
3. New Internal/External IP
The parties agree to delete the contents of Section 7 of the Agree