WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT
This WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT is entered into and
made effective as of June 28, 2000 (the "Effective Date"), by and between JEB
INVESTMENTS, LTD, a British Virgin Islands Corporation ("JEB Investments"), and
RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company").
R E C I T A L S:
A. JEB Investments is the holder of a common stock purchase warrant evidenced
by a Warrant Certificate issued by the Company to JEB Investments to purchase
96,000 shares of the Common Stock of the Company at an exercise price per share
of $5.00.
B. The Warrant provides that the Company will register the resale of the
shares issued upon exercise of the Warrant, and JEB Investments and the Company
wish to amend the Warrant and to agree that if JEB Investments agrees as herein
provided to exercise the Warrant, the Company will register under the
Securities Act of 1933, as amended (the "Act"), JEB Investments' resale of the
shares of Common Stock to be received upon exercise of the Warrant (the
"Registrable Securities).
C. The Company is willing to begin promptly after the exercise of this
Agreement the process of registering JEB Investments' resale of the Registrable
Securities, provided that JEB Investments agrees to exercise the Warrant in
full upon the registration becoming effective on the terms and subject to the
conditions herein set forth.
NOW, THEREFORE, in consideration of the Recitals, covenants, warranties and
agreements set forth herein, and for valuable consideration received, the
Company and JEB Investments hereby agree as follows:
1. Registration. The Company agrees to prepare and file with the Securities
and Exchange Commission (the "SEC"), as expeditiously as reasonably possible
following JEB Investments' execution and delivery to the Company of this
Agreement, a registration statement on SEC Form S-3 (the "Registration
Statement") covering JEB Investments' resale of the Registrable Securities
under Rule 415 and, to the extent applicable, Rule 416 promulgated under the
Act, and to use the Company's best efforts to cause such registration to become
effective. JEB Investments acknowledges that the Company may include in the
Registration Statement registration of the resale of shares of the Company's
Common Stock by other selling shareholders having registration rights. The
Company undertakes, during any period of effectiveness of such registration
statement, to notify JEB Investments of the happening of any event as a result
of which the prospectus included in the Registration Statement, as then in
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effect, includes an untrue statement of material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing. In
connection with such registration the Company will furnish to JEB Investments
such numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as JEB
Investments may reasonably request, in order to facilitate JEB Investments'
resale of the Registrable Securities. JEB Investments agrees that the Company
may suspend the effectiveness of any registration effected pursuant to this
Agreement in the event, and for such period of time as, such a suspension is
required by the rules and regulation of the SEC and may suspend use of the
prospectus included in the Registration Statement if such prospectus ceases at
any time to meet the requirements of Section 10 of the Act. The Company will
immediately advise JEB Investments of any such suspension, and will use its
best efforts to cause such suspension to terminate at the earliest feasible
date. JEB Investments agrees that following receipt of any such notice and
until such suspension is terminated and the Company notifies JEB Investments
that the prospectus included in the Registration Statement meets the
requirements of Section 10 of the Act, JEB Investments will not make use of the
suspended prospectus and will make no sales of Registrable Securities requiring
delivery of such prospectus. JEB Investments shall furnish to the Company in
connection with any registration pursuant to this Agreement such information
regarding JEB Investments, the Registrable Securities and other securities of
the Company held by JEB Investments, and JEB Investments' intended method of
disposition of such securities, as shall be required to effect the registration
of the Registrable Securities in accordance with the Act. To facilitate JEB
Investments' initial furnishing of such information, JEB Investments shall
concurrently with its execution of this Agreement complete, sign and return to
the Company a Questionnaire in the form and with the content of Exhibit 1 to
this Agreement and the Company's obligation to proceed with registration of the
Registrable Securities is conditioned on receipt of JEB Investments' completed
and signed Questionnaire.
2. Exercise of Warrant. Upon any registration statement filed pursuant to
Section 1 hereof becoming effective, if the closing sale price of the Company's
Common Stock for each of the five trading days immediately preceding the
effective date of the registration statement is at least $21 per share, JEB
Investments shall within two business days immediately following the effective
date of the registration statement exercise the Warrant for all shares issuable
thereunder. If their closing sale price condition is not met upon such
effective date, JEB Investments shall nonetheless exercise the Warrant for all
shares issuable thereunder within two business days immediately following the
next-subsequent five consecutive trading day period upon each trading day of
which the closing sale prices of the Company's Common Stock is at least $21 per
share.
3. Expenses. In connection with the Company's registration of JEB
Investments' resales of the Registrable Securities pursuant to this Agreement,
all fees, costs and expenses of and incidental to such registration, including
SEC filing fees, shall be borne by the Company, provided, however, that JEB
Investments shall bear all underwriting discounts and commissions with respect
to the Registrable Securities, if any, and all fees and disbursements of
counsel and accountants for JEB Investments. JEB Investments and the Company
shall each pay their respective costs and expenses incurred in connection with
the execution of this Agreement.
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4. Delivery of Shares and Prospectus. Not later than the second business day
after JEB Investments exercises the Warrant and pays the exercise price for the
shares issuable upon such exercise, the Company shall deliver to JEB
Investments the share certificates representing those shares and such
reasonable number of copies of the prospectus included in the Registration
Statement and required to be delivered to purchasers of such shares as JEB
Investments may request.
5. Assignment. JEB Investments shall be entitled to assign its rights and
obligations under this Agreement to any third party to whom JEB Investments may
transfer the Warrant prior to, but not after, the effectiveness of the
registration of the Registrable Securities, provided, however, that if such
assignment and transfer causes the Company's registration of the Registrable
Securities to be more burdensome or costly, the Company's obligation herein to
proceed with the registration of the Registrable Securities shall be suspended
unless and until JEB Investments or the assignee agrees to pay or reimburse the
Company for all increased costs and expenses resulting from such assignment and
transfer.
6. Miscellaneous
(a) Successors and Assigns. The terms and conditions of this Agreement will
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
(b) Governing Law. This Agreement shall be governed by and construed under
the internal laws of the State of Colorado, without reference to
principles of conflict of laws or choice of laws, except if and to the
extent that the laws of the United States shall be mandatorily applicable.
(c) Consent to Jurisdiction. The Company and JEB Investments (i) hereby
irrevocably submit to the exclusive jurisdiction of the United States
District Court for the District of Colorado and the state courts for the
State of Colorado and (ii) hereby waive, and agree not to assert in any
such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the
suit, action or proceeding is improper. The Company and JEB Investments
consent to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices
to it under this Agreement and agree that such service shall constitute
good and sufficient service of process and notice thereof. Nothing in
this paragraph shall affect or limit any right to serve process in any
other manner permitted by law.
(d) Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together,
whether bearing original or facsimile signatures, will constitute one and
the same instrument.
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(e) Headings. The headings and captions used in this Agreement are used for
convenience only and are not to be considered in construing or
interpreting this Agreement. All references in this Agreement to sections,
paragraphs, exhibits and schedules will, unless otherwise provided, refer
to sections and paragraphs hereof and exhibits attached hereto, all of
which exhibits are incorporated herein by this reference.
(f) Notices. Any notice required or permitted under this Agreement shall be
given in writing, shall be effective when received, and shall in any event
be deemed received and effectively given upon personal delivery to the
party to be notified, or three (3) business days after deposit with the
United States Post Office, by registered or certified mail, postage
prepaid, or one (1) business day after deposit with a nationally
recognized courier service such as Federal Express for next business day
delivery under circumstances in which such service guarantees next
business day delivery, or one (1) business day after facsimile with copy
delivered by registered or certified mail, in any case, postage prepaid
and addressed to the party to be notified at the address indicated for
such party on the signature page hereof or at such other address as JEB
Investments or the Company may designate by giving at least ten (10) days
advance written notice pursuant to this Section 6(f).
(g) Amendments and Waivers. The provisions of this Agreement may not be
amended without the express written consent of the Company and JEB
Investments, which may be withheld in the sole and absolute discretion of
such parties. Any amendment or waiver effected in accordance with this
Section 6(g) will be binding upon the Company, JEB Investments and their
respective successors and assigns.
(h) Severability. If any provision of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from
this Agreement and the balance of the Agreement will be interpreted as if
such provision were so excluded and will be enforceable in accordance with
its terms.
(i) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect to
the subject matter hereof.
(j) Further Assurances. From and after the date of this Agreement upon the
request of the Company or JEB Investments, the Company and JEB Investments
will execute and deliver such instruments, documents or other writings,
and take such other actions, as may be reasonably necessary or desirable
to confirm and carry out and to effectuate fully the intent and purposes
of this Agreement.
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(k) No Public Announcement. The execution of this Agreement shall not be
publicly announced or otherwise in any way informed to the public or
trade, unless JEB Investments and the Company shall so agree. Neither JEB
Investments nor the Company shall make any announcement or disclosure of
this Agreement without the prior written approval of the other, which
approval will not be unreasonably withheld or delayed, except such
announcements and disclosures as are legally required. Nevertheless, any
legally required announcement may be made with prior written notice to the
other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ L. David Sikes
-----------------------
L. David Sikes
Chairman and Chief Executive Officer
Address: 1850 Ramtron Drive
Colorado Springs, CO 80921
JEB PARTNERS, L.P.
By: /S/ James E. Besser
-----------------------
James E. Besser
Director
Address: 2 International Place, 24th Floor
Boston, MA 02110
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