RAMTRON INTERNATIONAL CORPORATION
Warrant to Purchase Shares
of Common Stock
RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"),
hereby certifies that, for value received, JEB Partners, L.P. or its assigns
(the "Holder") is entitled to purchase from the Company, during the period
commencing on the date hereof and ending at 5:00 p.m. Eastern Time on the
Expiration Date (as hereinafter defined) (the "Warrant Exercise Period"),
subject to the terms and conditions hereinafter set forth, the number of shares
of the Common Stock, par value $0.01, of the Company determined in accordance
with Section 1.
1. Number of Warrant Shares. Subject to adjustment as provided in Section 4,
the number of shares of Common Stock for which this Warrant may, at any given
time during the Warrant Exercise Period, be exercised (such total number of
underlying unissued shares as may, from time to time, be issuable upon the
exercise hereof being hereinafter referred to as the "Warrant Shares") shall be
124,000.
2. Exercise Price. This Warrant is exercisable for Warrant Shares at a price
per share (the "Warrant Price") equal to $5.00.
3. Expiration Date. Except as otherwise provided herein, this Warrant shall
expire on the earlier to occur of (a) the date on which this Warrant is fully
exercised and (b) 5:00 p.m. Eastern Time, on August 31, 2002, or, if such day
is not a Business Day, then at 5:00 p.m. Eastern Time on the next succeeding
Business Day (the "Expiration Date")."
4. Procedure for Exercise. Subject to Section 5, the Holder may exercise this
Warrant by presenting and surrendering it to the Company at the office
specified in Section 12 between the hours of 9:00 a.m. and 5:00 p.m. on any
Business Day during the Warrant Exercise Period, accompanied by (a) payment in
cash of the aggregate Warrant Price of the Warrant Shares to be purchased and
(b) a subscription form duly executed by the Holder in substantially the form
attached hereto as Annex A. The number of Warrant Shares shall be reduced
immediately upon any partial exercise by the number of shares so purchased, and
a new Warrant, of like tenor and effect herewith, for the remaining Warrant
Shares shall be issued to the Holder.
5. Conditions to Exercise. It shall be a condition precedent to any exercise
of this Warrant to purchase shares of Common Stock that the Holder shall have
obtained, prior to such exercise, all regulatory approvals, if any, required to
lawfully acquire such shares.
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6. Covenants. The Company covenants and agrees with the Holder as follows:
(a) All Warrant Shares shall, upon delivery to the Holder, be duly
authorized, validly issued, fully paid and non-assessable shares of
Common Stock.
(b) The Company shall pay when due and payable any and all federal and
state original issue stock taxes, if any, that may be payable in
respect of the issuance of Warrant Shares upon whole or partial
exercise of this Warrant.
(c) The Company shall at all times on or after the issuance of this
Warrant and prior to the expiration of the Warrant Exercise Period
reserve and keep available a number of authorized but unissued shares
of Common Stock sufficient to permit the full exercise of this
Warrant. If at any time the number of authorized but unissued shares
of Common Stock is not sufficient for this purpose, the Company shall
take such corporate action as may be necessary to increase the
authorized but unissued shares of Common Stock to a number that is
sufficient for this purpose.
(d) The Company shall cooperate fully with the Holder in obtaining any
regulatory approvals referred to in Section 5 hereof.
7. Loss, Theft, Destruction or Mutilation. Upon delivery by the Holder to the
Company of evidence reasonably satisfactory to the Company of the ownership and
loss, theft, destruction or mutilation of this Warrant, and (a) in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to the
Company, and (b) in the case of mutilation, of this Warrant for cancellation,
the Company shall execute and deliver, in lieu thereof, a new Warrant of like
tenor and effect herewith; provided, however, that the Company may require as
an additional condition to issuance of any such substitute Warrant payment of a
sum sufficient to reimburse it for any stamp tax, other governmental charge or
out-of-pocket expense connected therewith.
8. Rights of Holder.
(a) The Holder of this Warrant or of any portion thereof shall not, solely
as such, be entitled to vote or receive dividends or be deemed the
holder of Common Stock for any purpose nor shall anything contained in
this Warrant be construed to confer upon the Holder, as such, any of
the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon a merger, conveyance or otherwise) or
to receive notice of meetings, or to receive dividends or subscription
rights or otherwise until this Warrant shall have been exercised and
the Warrant Shares shall have become deliverable.
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(b) Regardless of the date of issue and delivery of certificates
representing such shares, the Holder shall for all purposes be deemed
to have become the holder of record of all shares purchased upon
exercise of this Warrant as of the close of business on the date on
which the Company has received, with respect to such purchase, (a)
this Warrant, (b) the Warrant Price and (c) a duly executed
subscription form.
9. Transfer of Warrant. The Company shall, upon surrender to it of this
Warrant, accompanied by one or more duly executed certificates of transfer in
substantially the form attached hereto as Annex B, execute and deliver in lieu
hereof (a) to and in the name of each assignee or transferee, a new Warrant, of
like tenor and effect herewith, representing the right to purchase, on the same
terms and conditions as set forth herein, such number of the Warrant Shares as
shall have been so assigned or transferred; and (b) to the Holder, in case the
right to purchase some portion of the Warrant Shares shall have been retained
by the Holder, a new Warrant, of like tenor and effect herewith, representing
the right to purchase, on the same terms and conditions as set forth herein,
such number of Warrant Shares.
10. Disposition of Shares.
(a) Each Holder understands and agrees that this Warrant and the Warrant
Shares have not been registered under either the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws
(the "State Acts") and may not lawfully be sold or otherwise disposed
of for value except upon registration of such transfer in accordance
with the securities registration requirements of the Act and any
applicable State Acts, or pursuant to an exemption from such
registration requirements.
(b) Any certificates evidencing shares purchased upon exercise hereof
shall be imprinted with a conspicuous legend in substantially the
following form:
The securities represented by this certificate have not been
registered under either the Securities Act of 1933, as amended (the
"Act") or applicable state securities laws (the "State Acts") and
shall not be sold or otherwise disposed of for value by the Holder
except upon registration of such sale or disposition in accordance
with the securities registration requirements of the Act and any
applicable State Acts, or pursuant to exemption from such registration
requirements.
(c) In connection with the exercise of this Warrant and the issuance of
the Warrant Shares, and upon the request of Holder, Borrower shall
register under the Securities Act of 1933, as amended, within a
reasonable period of time after the date of such exercise and
issuance, the resale of the Warrant Shares issued pursuant to such
exercise.
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11. Adjustment of Purchase Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrants and the Warrant Price
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:
(a) Consolidation, Merger or Reclassification. If the Company at any time
while the Warrants remain outstanding and unexpired shall consolidate
with or merge into any other corporation, or sell all or substantially
all of its assets to another corporation, or reclassify or in any
manner change the securities then purchasable upon the exercise of the
Warrants (any of which shall constitute a "Reorganization"), then
lawful and adequate provision shall be made whereby this Warrant
certificate shall thereafter evidence the right to purchase such
number and kind of securities and other property as would have been
issuable or distributable on account of such Reorganization upon or
with respect to the securities which were purchasable or would have
become purchasable under the Warrants immediately prior to such
Reorganization. The Company shall not effect any such Reorganization
unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such
Reorganization shall assume by written instrument executed and mailed
or delivered to the Holder, at the last address of the Holder
appearing on the books of the Company, the obligation to deliver to
the Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Holder may be entitled
to purchase. Notwithstanding anything in this Section 11(a) to the
contrary, the prior two sentences shall be inoperative and of no force
and effect if upon the completion of any such Reorganization the
stockholders of the Company immediately prior to such event do not own
at least fifty percent (50%) of the equity interest of the corporation
resulting from such Reorganization and those Warrants which are
unexercised shall expire on the completion of such Reorganization if
the notice required by Section 11(e) hereof has been given.
(b) Subdivision or Combination of Shares. If the Company at any time
while the Warrants remain outstanding and unexpired shall subdivide or
combine its Common Stock, the Warrant Price shall be adjusted to a
price determined by multiplying the Warrant Price in effect
immediately prior to such subdivision or combination by a fraction
(i) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such subdivision or
combination and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such
subdivision or combination.
(c) Certain Dividends and Distribution. If the Company at any time prior
to the expiration of the Warrant Exercise Period shall take a record
of the holders of its Common Stock for the purposes of:
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(i) Stock Dividends. Entitling them to receive a dividend payable
in, or to receive any other distribution without consideration
of, Common Stock, then the Warrant Price shall be adjusted to the
price determined by multiplying the Warrant Price in effect
immediately prior to each dividend or distribution by a fraction
(A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or
distribution, and (B) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after
such dividend or distribution; or
(ii) Distribution of Assets, Securities, etc. Making any distribution
without consideration with respect to its Common Stock (other
than a cash dividend) payable otherwise than in its Common Stock,
then the Holder shall, upon the exercise hereof, be entitled to
receive, in addition to the number of Shares receivable
thereupon, and without payment of any additional consideration
therefore, such assets or securities as would have been payable
to the Holder as owner of that number of Shares on the record
date for such distribution; and an appropriate provision
therefore shall be made a part of any such distribution.
(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant
Price pursuant to Subsections (b) or (c)(i) of this Section 11, the
number of shares purchasable under the Warrants represented by this
certificate shall be adjusted to that number determined by multiplying
the number of Shares purchasable upon the exercise of the Warrants
immediately prior to such adjustment by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment
and the denominator of which shall be the Warrant Price immediately
following such adjustment.
(e) Notice. In case at any time:
(i) The Company shall pay any dividend payable in stock upon its
Common Stock or make any distribution, excluding a cash dividend,
to the holders of its Common Stock.
(ii) The Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class
or other rights;
(iii) There shall be any reclassification of the Common Stock of the
Company, or consolidation or merger of the Company with, or sale
of all or substantially all of its assets to, another
corporation; or
(iv) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
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then, in any one or more of such cases, the Company shall give to
the Holder at least ten (10) days prior written notice (or, in
the event of notice pursuant to Section 11(e)(iii), at least
thirty (30) days prior written notice) of the date on which the
books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights or for
determining rights to vote in respect to any such
reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up. Such notice in accordance with the
foregoing clause shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which
the holder of Common Stock shall be entitled thereto, and such
notice in accordance with the foregoing clause shall also specify
the date on which the holders of Common Stock shall be entitled
to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.
Each such written notice shall be given by first-class mail,
postage prepaid, addressed to the Holder at the address of the
Holder as shown on the books of the Company.
(f) No Change in Certificate. The form of this Warrant certificate need
not be changed because of any adjustment in the Warrant Price or in
the number of Warrant Shares purchasable on its exercise. The Warrant
Price or the number of Warrant Shares shall be considered to have been
so changed as of the close of business on the date of adjustment.
12. Notices. All notices and other communications pursuant hereto shall be in
writing and shall be deemed given if delivered in person or sent by United
States registered mail, postage prepaid:
If to the Company at:
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
Attention: Chief Executive Officer
If to the Holder at:
Mr. Jeb Besser
Manchester Management
2 International Place, 24th Floor
Boston, MA 02110
or at such other address as either party may designate in writing by notice to
the other party as provided above.
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13. Termination. This Warrant shall automatically and immediately terminate,
without any further action by the Company or the Holder, upon the occurrence of
any of the following:
(i) any voluntary or involuntary proceeding shall be commenced with
respect to the Holder in a court of competent jurisdiction seeking
relief under any applicable bankruptcy, insolvency or similar law;
(ii) a receiver, custodian, sequestrator or similar official for the Holder
or for any substantial part of its property shall be appointed or
elected;
(iii) the Holder shall commence any winding-up or liquidation, voluntary or
involuntary, of the Holder;
(iv) the Holder shall make a general assignment for the benefit of its
creditors or become unable generally, or admit in writing its
inability, to pay its debts as they become due; or
(v) the Holder shall take any corporate or similar action for the purpose
of effecting any of the foregoing.
14. Miscellaneous. This Warrant contains the entire agreement between the
parties with respect to the matters set forth herein and may not be modified,
supplemented or amended except in a writing signed by both parties. This
Warrant shall be governed by and construed in accordance with the laws of the
State of Delaware.
WITNESS the following signature effective as of the 11th day of February 2000.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ LuAnn D. Hanson
------------------------
LuAnn D. Hanson
Acting CFO and Vice President of Finance
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ANNEX A
SUBSCRIPTION FORM
To Be Executed if Holder Desires
To Exercise Warrant
The undersigned hereby exercises, according to the terms and conditions hereof,
all or part (as indicated below) of this Warrant and herewith makes payment of
the applicable Warrant Price in full.
Name(s) ------------------------------------
Address ------------------------------------
No. of Shares ------------------------------
Dated --------------------------------------
Signature(s) -------------------------------
---------------------------------
Social Security Number or
Employer Identification Number
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ANNEX B
CERTIFICATE OF TRANSFER
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
Attention: Chief Executive Officer
Date: -----------------------
Gentlemen:
With reference to the Warrant to Purchase Shares of Common Stock dated
-------------- (the "Warrant"), issued by Ramtron International Corporation
(the "Company") to -------------------------- (the "Holder"), representing as
of the date hereof the right to purchase, on the terms and subject to the
conditions herein set forth, --------------- shares of the Common Stock, par
value $0.01, of the Company (the "Warrant Shares"), the undersigned Holder
hereby transfers, conveys and assigns to ------------------------------,
subject to the terms and conditions of the Warrant, the right to purchase
---------------- of such Warrant Shares. By this transfer, all rights of the
undersigned Holder with respect to such number of the Warrant Shares are
transferred to the transferee.
Enclosed herewith is the original Warrant so that the Company may issue in lieu
thereof (a) to the transferee, a new Warrant, of like tenor and effect
therewith, for the number of Warrant Shares with respect to which the
undersigned Holder's rights under the Warrant are hereby transferred, conveyed
and assigned, and (b) if the undersigned Holder has retained its rights under
the Warrant with respect to some portion of the Warrant Shares, a new Warrant,
of like tenor and effect therewith, for such number of the Warrant Shares.
---------------------------------------
as Holder
By: -----------------------------------
Title: --------------------------------
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