AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (this "Amendment") to the Agreement and Plan of Merger
dated May 11, 2000 (the "Merger Agreement"), by and among Ramtron International
Corporation ("Ramtron"), RIC MI Acquisition Inc. ("Ramtron Sub"), Mushkin Inc.
("Mushkin"), and William Michael Mushkin and Elizabeth Loring Crane (the
"Shareholders") is dated and made effective June 8, 2000.
RECITALS:
WHEREAS, the Merger Agreement provides in Section 2 (i) that all of the
"Ramtron Shares" (as defined in the Merger Agreement) will bear the "Lock-Up
Legend" and in Section 9 (a) for Ramtron and Mushkin and the Shareholders,
respectively, to have the right to terminate the Merger Agreement if the
"Closing" (as defined in the Merger Agreement) shall not have occurred on or
before June 9, 2000; and
WHEREAS, subject to the terms and conditions set forth in this Amendment, the
parties have agreed to amend the provisions of the Merger Agreement mentioned
in the preceding Recital;
NOW, THEREFORE, in consideration of the Recitals and the mutual covenants and
obligations contained herein, the parties hereto hereby agree as follows:
1. Definitions
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings set forth in the Merger Agreement.
2. Amendments
(a) Section 2 (i) of the Merger Agreement is hereby amended by adding the
following sentence at the end of the Section, immediately following
the table:
Notwithstanding that the first two right column entries, applicable,
respectively, to William Michael Mushkin and Elizabeth Loring Crane,
in the above table describe all of the share certificates covered
thereby as being legended with the Lock-Up Legend, certificates
representing 190,476 of such shares may be represented by certificates
not bearing the Lock-Up Legend if specific instructions to that effect
are received from the Shareholders.
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(b) Section 9(a), subsections (ii) and (iii), of the Merger Agreement are
hereby amended by deleting the date of June 9, 2000 and replacing it
by the date of June 16, 2000.
3. Effect of Amendments
Except as expressly modified by the provisions of this Amendment, the Merger
Agreement and all of the terms, provisions and conditions thereof shall for all
purposes remain unchanged, and in full force and effect, and are approved,
ratified and confirmed, and from and after the date hereof all references to
the Merger Agreement in any other agreement to which any of the undersigned are
parties shall mean the Merger Agreement as amended hereby.
4. Counterparts
This Amendment may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective
as of the date set forth in the preamble hereof.
RAMTRON: RAMTRON INTERNATIONAL CORPORATION
By /S/ LuAnn D. Hanson
-----------------------
Name: LuAnn D. Hanson
Title: Acting Chief Financial Officer
RAMTRON SUB: RIC MI ACQUISTION INC.
By /S/ LuAnn D. Hanson
-----------------------
Name: LuAnn D. Hanson
Title: Chief Financial Officer
MUSHKIN: MUSHKIN INC.
By /S/ William W. Mushkin
--------------------------
Name: William M. Mushkin
Title: President
SHAREHOLDERS: By /S/ William Michael Mushkin
-------------------------------
William Michael Mushkin
By /S/ Elizabeth Loring Crane
-------------------------------
Elizabeth Loring Crane
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