Exhibit 4.11
AMENDMENT NO. 1
TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT No. 1 (this "Amendment") to the Registration Rights Agreement
dated as of February 12, 2001 (the "Agreement") by and between Infineon
Technologies AG, a German stock corporation ("Infineon"), and Ramtron
International Corporation, a Delaware corporation (the "Company"), is dated as
of March 28, 2002, and is being entered into by and between Infineon and the
Company.
RECITALS
WHEREAS, Infineon and the Company entered into the Agreement in order to
provide Infineon with certain registration rights with respect to shares of
the Company's Common Stock purchased by Infineon pursuant to the Share
Purchase Agreement dated December 14, 2000 (the "Purchase Agreement"), by and
between Infineon and the Company;
WHEREAS, concurrently herewith, Infineon and the Company are consummating a
transaction pursuant to which Infineon has agreed, among other things, to
purchase additional securities of the Company which are, respectively,
convertible into and exercisable for shares of the Company's Common Stock and
the Company has agreed, among other things, to register such shares of Common
Stock on the same terms and conditions as the Company agreed to register the
shares of Common Stock purchased by Infineon under the Purchase Agreement; and
WHEREAS, Infineon and the Company wish hereby to amend the Agreement so that
the registration rights contained therein also apply to the shares of the
Company's Common Stock into and for which the securities being purchased by
Infineon concurrently herewith are, respectively, convertible and exercisable.
NOW, THEREFORE, in consideration of the foregoing recitals, the following
covenants and promises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
amend the Agreement as follows:
AGREEMENT
1. Definitions
Unless otherwise defined herein, all capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the
Agreement, and references to "Section" or "Sections" herein are references to
the specified sections of the Agreement.
2. Amendments
2.1 Section 1 - "Registrable Securities". The first sentence of the
definition of "Registrable Securities" in Section 1 of the Agreement
is hereby amended and restated to read in its entirety as follows:
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"Registrable Securities" shall mean all or any portion of the Shares,
Conversion Shares, and Warrant Shares (each of the Conversion Shares
and Warrant Shares as defined in the Securities Purchase Agreement)
beneficially owned by a Holder of such shares.
2.2 Section 1 - "Securities Purchase Agreement". A new definition for
the term "Securities Purchase Agreement" is hereby added to Section 1
of the Agreement to read in its entirety as follows:
"Securities Purchase Agreement" shall mean the Securities Purchase
Agreement dated as of March 14, 2002, entered into by and between
Infineon and the Company.
3. Effect of Amendments
Except as expressly modified by the provisions of this Amendment, the
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 Agreement in any other agreement to which any of the undersigned are
parties shall mean the 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.
INFINEON TECHNOLOGIES AG RAMTRON INTERNATIONAL
CORPORATION
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Title: Sr. Director Title: CEO
By /S/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Business Administration
Memory Products Group
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