Common use of FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED Clause in Contracts

FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C STOCKHOLDER RIGHTS PLAN CELERITEK, INC. Summary of Rights Distribution and Transfer of Rights; Rights Certificate: The Board of Directors has declared a dividend of one Right for each share of Celeritek, Inc. Common Stock outstanding. Prior to the Distribution Date referred to below, the Rights will be evidenced by and trade with the certificates for the Common Stock. After the Distribution Date, Celeritek, Inc. (the "COMPANY") will mail Rights certificates to the Company's stockholders and the Rights will become transferable apart from the Common Stock.

FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C STOCKHOLDER SHAREHOLDER RIGHTS PLAN CELERITEKNETMANAGE, INC. Summary of Rights Distribution and Transfer of Rights; Rights Certificate: The Board of Directors has declared a dividend of one Right for each share of Celeritek, Inc. NetManage Common Stock outstanding. Prior to the Distribution Date referred to below, the Rights will be evidenced by and trade with the certificates for the Common Stock. After the Distribution Date, CeleritekNetManage, Inc. (the "COMPANY") will mail Rights certificates to the Company's stockholders and the Rights will become transferable apart from the Common Stock.