Exhibit 4.12
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 28, 2002,
by and between RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the
"Company"), and each of the entities whose names appear on the signature pages
hereof. Such entities are each referred to herein as a "Purchaser" and,
collectively, as the "Purchasers".
The Company has agreed, on the terms and subject to the conditions set forth in
the Securities Purchase Agreement, dated as of March 14, 2002 (the "Securities
Purchase Agreement"), to issue and sell to each Purchaser named therein a 5%
Secured Convertible Debenture (a "Debenture" and, collectively, the
"Debentures") and a Warrant (a "Warrant" and, collectively, the "Warrants").
The Debentures are convertible into shares (the "Conversion Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"). The
Warrants are exercisable into shares of Common Stock (the "Warrant Shares") in
accordance with their terms.
In order to induce each Purchaser to enter into the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), and under
applicable state securities laws. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the
Securities Purchase Agreement.
In consideration of each Purchaser entering into the Securities Purchase
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the meanings
specified:
(a) "Holder" means any person owning or having the right to acquire,
through conversion of the Debentures or exercise of the Warrants or
otherwise, Registrable Securities, including initially each Purchaser
and thereafter any permitted assignee thereof;
(b) "Effective Date" means the date on which a Registration Statement is
declared effective by the Securities and Exchange Commission (the
"Commission");
(c) "Filing Deadline" means the thirty-first (31st) day following the
Closing Date;
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(e) "Registration Deadline" means the one hundred and twentieth (120th)
day following the Closing Date;
(f) "Registration Statement" means the Registration Statement relating to
resales of the Registrable Securities issued or issuable upon the
conversion or exercise of the Debentures and Warrants, respectively;
(j) "Register", "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement or
statements in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act ("Rule 415") or any successor rule
providing for the offering of securities on a continuous or delayed
basis (a "Registration Statement"), and the declaration or ordering of
effectiveness of such registration statement by the Commission;
(k) "Registration Period" has the meaning set forth in paragraph 2(c)
below; and
(l) "Registrable Securities" means the Conversion Shares and the Warrant
Shares and any other shares of Common Stock issuable pursuant to the
terms of the Debentures or the Warrants, and any shares of capital
stock issued or issuable from time to time (with any adjustments) in
replacement of, in exchange for or otherwise in respect of the
Conversion Shares or the Warrant Shares.
2. REGISTRATION.
(a) Registration Statement. On or before the Filing Deadline, the Company
shall prepare and file with the Commission a Registration Statement on
Form S-3 as a "shelf" registration statement under Rule 415 covering
the resale of a number of shares of Registrable Securities equal to
the one hundred and fifty percent (150%) of the number of shares of
Common Stock issuable on the Closing Date pursuant to the Debentures
and the Warrants at the conversion or exercise prices then in effect
(without giving effect to any limitation on such conversion or
exercise). The Registration Statement shall state, to the extent
permitted by Rule 416 under the Securities Act, that it also covers
such indeterminate number of shares of Common Stock as may be required
to effect conversion of the Debentures and exercise of the Warrants in
order to prevent dilution resulting from stock splits, stock dividends
or similar events.
(b) Effectiveness. The Company shall use its reasonable best efforts to
cause each Registration Statement to become effective as soon as
practicable following the filing thereof, but in no event later than
the Registration Deadline. The Company shall respond promptly to any
and all comments made by the staff of the Commission on the
Registration Statement (but in no event later than seven (7) Business
Days following the Company's receipt thereof), and shall submit to the
Commission, within one (1) Business Day after the Company learns that
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no review of the Registration Statement will be made by the staff of
the Commission or that the staff of the Commission has no further
comments on the Registration Statement, as the case may be, a request
for acceleration of the effectiveness of the Registration Statement to
a time and date not later than forty-eight (48) hours after the
submission of such request. The Company will maintain the
effectiveness of the Registration Statement until the earlier to occur
of (i) the date on which all of the Registrable Securities eligible
for resale thereunder have been publicly sold pursuant to either the
Registration Statement or Rule 144 and (ii) the date on which all of
the Registrable Securities remaining to be sold under the Registration
Statement (in the reasonable opinion of counsel to the Holder) may be
immediately sold to the public without registration and without regard
to the amount of Registrable Securities which may be sold by a Holder
thereof at a given time (the period beginning on the Closing Date and
ending on the earlier to occur of (i) or (ii) above being referred to
herein as the "Registration Period").
(d) Registration Default. If (A) the Registration Statement is not filed
on or before the Filing Deadline or declared effective by the
Commission on or before the Registration Deadline, (B) after the
Registration Statement has been declared effective by the Commission
and during a period in which an Allowed Delay (as hereinafter defined)
is not in effect, sales of Registrable Securities cannot be made by a
Holder under the Registration Statement for any reason not within the
exclusive control of such Holder (other than such Registrable
Securities as are then freely saleable pursuant to Rule 144(k)), or
(C) an amendment to the Registration Statement, or a new registration
statement, required to be filed pursuant to the terms of paragraph
4(k) below is not filed on or before the date required by such
paragraph, (each of (A), (B) and C) being referred to herein as a
"Registration Default"), the Company shall make payments to each
Holder equal to (i) for the first thirty (30) day period in which a
Registration Default occurs (prorated for any period of less than
thirty days), one and one-half percent (1.5%) of the principal amount
of the Debentures then held by such Holder and (ii) for each thirty
day period in which a Registration Default exists thereafter (prorated
for any period of less than thirty days), two percent (2%) of such
principal amount. Such payment shall be in addition to any other
remedies available to each Holder at law or in equity or pursuant to
the terms hereof or the Securities Purchase Agreement, the Debentures,
or otherwise.
3. PIGGYBACK REGISTRATION.
If at any time prior to the expiration of the Registration Period, (i) the
Company proposes to register shares of Common Stock under the Securities Act in
connection with the public offering of such shares for cash (a "Proposed
Registration") and (ii) a Registration Statement covering the sale of all of
the Registrable Securities is not then effective and available for sales
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thereof by the Holders, the Company shall, at such time, promptly give each
Holder written notice of such Proposed Registration. Each Holder shall have
ten (10) Business Days from its receipt of such notice to deliver to the
Company a written request specifying the amount of Registrable Securities that
such Holder intends to sell and such Holder's intended method of distribution.
Upon receipt of such request, the Company shall use its best efforts to cause
all Registrable Securities which the Company has been requested to register to
be registered under the Securities Act to the extent necessary to permit their
sale or other disposition in accordance with the intended methods of
distribution specified in the request of such Holder; provided, however, that
the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 3 without obligation to the Holder. If, in
connection with any underwritten public offering for the account of the Company
or for stockholders of the Company that have contractual rights to require the
Company to register shares of Common Stock, the managing underwriter(s) thereof
shall impose a limitation on the number of shares of Common Stock which may be
included in a Registration Statement because, in the judgment of such
underwriter(s), marketing or other factors dictate such limitation is necessary
to facilitate such offering, then the Company shall be obligated to include in
the Registration Statement only such limited portion of the Registrable
Securities with respect to which each Holder has requested inclusion hereunder
as such underwriter(s) shall permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable
Securities in a Registration Statement, in proportion to the number of
Registrable Securities sought to be included by such Holders; provided,
however, that the Company shall not exclude any Registrable Securities unless
the Company has first excluded all outstanding securities, the holders of which
are not entitled to inclusion of such securities in the Registration Statement
or are not entitled to pro rata inclusion with the Registrable Securities; and
provided, further, that, after giving effect to the immediately preceding
proviso, any exclusion of Registrable Securities shall be made pro rata with
holders of other securities having the right to include such securities in the
Registration Statement.
4. OBLIGATIONS OF THE COMPANY.
In addition to performing its obligations hereunder, including without
limitation those pursuant to paragraphs 2(a), (b) and (c) above, the Company
shall:
(a) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of
the Registration Statement during the Registration Period, or as may
be reasonably requested by a Holder in order to incorporate
information concerning such Holder or such Holder's intended method of
distribution;
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(b) immediately following the Closing, secure the listing of all
Registrable Securities on the Nasdaq National Market System, and
provide each Holder with reasonable evidence thereof;
(c) furnish to each Holder such number of copies of the prospectus
included in the Registration Statement, including a preliminary
prospectus, in conformity with the requirements of the Securities Act,
and such other documents as such Holder may reasonably request in
order to facilitate the disposition of such Holder's Registrable
Securities;
(d) use all commercially reasonable efforts to register or qualify the
Registrable Securities under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably
requested from time to time by a Holder, and do any and all other acts
or things which may be necessary or advisable to enable such Holder to
consummate the public sale or other disposition of the Registrable
Securities in such jurisdictions; provided that the Company shall not
be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of
process in any such jurisdiction;
(e) in the event of an underwritten public offering of the Registrable
Securities, enter into (together with all Holders proposing to
distribute Registrable Securities through such underwriting) and
perform its obligations under an underwriting agreement, in usual and
customary form reasonably acceptable to the Company, with the managing
underwriter of such offering;
(f) notify each Holder immediately after becoming aware of the occurrence
of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, contains 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, and as
promptly as practicable, prepare, file and furnish to each Holder a
reasonable number of copies of a supplement or an amendment to such
prospectus as may be necessary so that such prospectus does not
contain an untrue statement of material fact or omit 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, provided that, for not more than five (5) consecutive
Business Days (or a total of not more than thirty (30) calendar days
in any twelve (12) month period), in the event of a proposed merger or
similar transaction, during a period of time when the Company is in
possession of material information that its board of directors (A) has
determined, after advice of securities counsel, would be required to
be disclosed in an offering registered under the Securities Act and
(B) reasonably deems is in the Company's best interests not to
disclose publicly, and during any period of time necessary to prepare,
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file and furnish to each Holder a reasonable number of copies of a
supplement or an amendment to such prospectus included in any
Registration Statement as may be necessary in response to any notice
received by the Company pursuant to Section 5(f) of this Agreement in
order that such prospectus does not contain an untrue statement of
material fact or omit 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, the Company may delay the
disclosure of such material non-public information (an "Allowed
Delay"); provided, further, that the Company shall promptly (i) notify
each Holder in writing of the existence of material non-public
information giving rise to an Allowed Delay (but in no event, without
the prior written consent of such Holder, shall the Company disclose
to such Holder any of the facts or circumstances regarding any
material non-public information) and (ii) advise each Holder in
writing to cease all sales under the Registration Statement until the
termination of the Allowed Delay;
(g) use all commercially reasonable efforts to prevent the issuance of any
stop order or other order suspending the effectiveness of the
Registration Statement and, if such an order is issued, to obtain the
withdrawal thereof at the earliest possible time and to notify each
Holder of the issuance of such order and the resolution thereof;
(h) furnish to each Holder, on the date that the Registration Statement
becomes effective, (x) a letter, dated such date, of outside counsel
representing the Company (and reasonably acceptable to such Holder)
addressed to such Holder, confirming the effectiveness of the
Registration Statement and, to the knowledge of such counsel, the
absence of any stop order, and (y) in the case of an underwriting, (A)
a copy of an opinion, dated such date, of such outside counsel, in
such form and substance as is required to be given to the
underwriters, and (B) a letter addressed to such Holder, dated such
date, from the Company's independent certified public accountants, in
such form and substance as is required to be given by the Company's
independent certified public accountants to such underwriters;
(i) provide to each Holder and its representatives the reasonable
opportunity to conduct a reasonable inquiry of the Company's financial
and other records during normal business hours and make available its
officers, directors and employees for questions regarding information
which such Holder may reasonably request in order to fulfill any due
diligence obligation on its part;
(j) permit counsel for each Holder to review the Registration Statement
and all amendments and supplements thereto, and any comments made by
the staff of the Commission concerning such Holder and/or the
transactions contemplated by the Transaction Documents and the
Company's responses thereto, within a reasonable period of time (but
in no event less than three (3) Business Days after such Holder has
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received such documents) prior to the filing thereof with the
Commission (or, in the case of comments made by the staff of the
Commission, within a reasonable period of time following the receipt
thereof by the Company); and
(k) in the event that, at any time, the number of shares available under
the Registration Statement is insufficient to cover one hundred and
twenty five percent 125% of the Registrable Securities eligible for
resale thereunder and issuable under the related Debentures and
Warrants (such number to be determined using the Conversion Price or
Exercise Price in effect on such dates and without regard to any
restriction on the ability of a Holder to convert such Holder's
Debentures or exercise such Holder's Warrant as of such date) the
Company shall promptly amend the Registration Statement or file a new
registration statement, in any event as soon as practicable, but not
later than the tenth (10th) day following notice from a Holder of the
occurrence of such event, so that the Registration Statement or such
new registration statement, or both, covers no less than one hundred
and fifty percent (150%) of the Registrable Securities eligible for
resale thereunder and issuable under the related Debentures and
Warrants (such number to be determined using the Conversion Price or
Exercise Price in effect on such dates and without regard to any
restriction on the ability of a Holder to convert such Debentures or
exercise such Warrants as of such date). Any Registration Statement
filed pursuant to this paragraph 4 shall state that, to the extent
permitted by Rule 416 under the Securities Act, such Registration
Statement also covers such indeterminate number of additional shares
of Common Stock as may become issuable upon conversion of the
Debentures or exercise of the Warrants in full. Unless and until such
amendment or new Registration Statement becomes effective, each Holder
shall have the rights described in Section 2(d) above.
5. OBLIGATIONS OF EACH HOLDER.
In connection with the registration of Registrable Securities pursuant to a
Registration Statement, each Holder shall:
(a) timely furnish to the Company in writing such information regarding
itself and the intended method of disposition of such Registrable
Securities as the Company shall reasonably request in order to effect
the registration thereof;
(b) upon receipt of any notice from the Company of the happening of any
event of the kind described in paragraphs 4(f) or 4(g), immediately
discontinue any sale or other disposition of such Registrable
Securities pursuant to such Registration Statement until the filing of
an amendment or supplement as described in paragraph 4(f) or
withdrawal of the stop order referred to in paragraph 4(g), and use
commercially reasonable efforts to maintain the confidentiality of
such notice and its contents;
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(c) in the event of an underwritten offering of such Registrable
Securities in which such Holder participates, enter into a customary
and reasonable underwriting agreement and execute such other documents
as the Company and the managing underwriter for such offering may
reasonably request;
(d) to the extent required by applicable law, deliver a prospectus to the
purchaser of such Registrable Securities;
(e) notify the Company when it has sold all of the Registrable Securities
held by it; and
(f) notify the Company in the event that any information supplied by such
Holder in writing for inclusion in such Registration Statement or
related prospectus is untrue or omits to state a material fact
required to be stated therein or necessary to make such information
not misleading in light of the circumstances then existing;
immediately discontinue any sale or other disposition of such
Registrable Securities pursuant to such Registration Statement until
the filing of an amendment or supplement to such prospectus as may be
necessary so that such prospectus does not contain an untrue statement
of material fact or omit 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; and use
commercially reasonable efforts to assist the Company as may be
appropriate to make such amendment or supplement effective for such
purpose.
6. INDEMNIFICATION.
In the event that any Registrable Securities are included in a Registration
Statement under this Agreement:
(a) To the extent permitted by law, the Company shall indemnify and hold
harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), against any
losses, claims, damages, liabilities or reasonable out-of-pocket
expenses (whether joint or several) (collectively, including legal or
other expenses reasonably incurred in connection with investigating or
defending same, "Losses"), insofar as any such Losses arise out of or
are based upon (i) any untrue statement or alleged untrue statement of
a material fact contained in such Registration Statement, including
any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or (ii) the omission or alleged
omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Subject to
the provisions of paragraph 6(c) below, the Company will reimburse
such Holder, and each such officer, director, employee, agent,
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representative or controlling person, for any legal or other expenses
as reasonably incurred by any such entity or person in connection with
investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of
any Loss if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall
the Company be obligated to indemnify any person for any Loss to the
extent that such Loss is based upon and is in conformity with written
information furnished by such person expressly for use in such
Registration Statement.
(b) To the extent permitted by law, each Holder who is named in such
Registration Statement as a selling stockholder, acting severally and
not jointly, shall indemnify and hold harmless the Company, the
officers, directors, employees, agents and representatives of the
Company, and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, against any Losses
to the extent (and only to the extent) that any such Losses are based
upon and in conformity with written information furnished by such
Holder expressly for use in such Registration Statement. Subject to
the provisions of paragraph 6(c) below, such Holder will reimburse any
legal or other expenses as reasonably incurred by the Company and any
such officer, director, employee, agent, representative, or
controlling person, in connection with investigating or defending any
such Loss; provided, however, that the foregoing indemnity shall not
apply to amounts paid in settlement of any such Loss if such
settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further,
that, in no event shall any indemnity under this subsection 6(b)
exceed the net proceeds resulting from the sale of the Registrable
Securities sold by such Holder under such Registration Statement.
(c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate
in and to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the
reasonably incurred fees and expenses of one such counsel for all
indemnified parties to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate under applicable
standards of professional conduct due to actual or potential
conflicting interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, to the extent prejudicial
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to its ability to defend such action, shall relieve such indemnifying
party of any liability to the indemnified party under this Section 6
with respect to such action, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this
Section 6 or with respect to any other action unless the indemnifying
party is materially prejudiced as a result of not receiving such
notice.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable or insufficient to hold harmless an
indemnified party for any reason, the Company and each Holder agree,
severally and not jointly, to contribute to the aggregate Losses to
which the Company or such Holder may be subject in such proportion as
is appropriate to reflect the relative fault of the Company and such
Holder in connection with the statements or omissions which resulted
in such Losses; provided, however, that in no case shall such Holder
be responsible for any amount in excess of the proceeds resulting from
the sale of the Registrable Securities sold by it under the
Registration Statement. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates
to information provided by the Company or by such Holder. The Company
and each Holder agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. For purposes of this Section 6, each
person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each officer, director,
employee, agent or representative of such Holder shall have the same
rights to contribution as such Holder, and each person who controls
the Company within the meaning of either the Securities Act or the
Exchange Act and each officer, director, employee, agent or
representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
(e) The obligations of the Company and each Holder under this Section 6
shall survive the conversion of the Debentures and exercise of the
Warrants in full, the completion of any offering or sale of
Registrable Securities pursuant to a Registration Statement under this
Agreement, or otherwise.
7. REPORTS.
With a view to making available to each Holder the benefits of Rule 144 under
the Securities Act ("Rule 144") and any other similar rule or regulation of the
Commission that may at any time permit such Holder to sell securities of the
Company to the public without registration, the Company agrees to:
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(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to such Holder, so long as such Holder owns any Registrable
Securities, forthwith upon written request (i) a written statement by
the Company, if true, that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) to the extent not publicly available through the Commission's
▇▇▇▇▇ database, a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably
requested by such Holder in connection with such Holder's compliance
with any rule or regulation of the Commission which permits the
selling of any such securities without registration.
8. MISCELLANEOUS.
(a) Expenses of Registration. All reasonable expenses, other than
underwriting discounts and commissions and fees and expenses of
counsel to each Holder, incurred in connection with the registrations,
filings or qualifications described herein, including (without
limitation) all registration, filing and qualification fees, printers'
and accounting fees, the fees and disbursements of counsel for the
Company, and the fees and disbursements incurred in connection with
the opinion and letter described in paragraph 4(h) hereof, shall be
borne by the Company.
(b) Amendment; Waiver. Any provision of this Agreement may be amended or
waived only pursuant to a written instrument executed by the Company
and each Holder. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each Holder, each future Holder,
and the Company. The failure of any party to exercise any right or
remedy under this Agreement or otherwise, or the delay by any party in
exercising such right or remedy, shall not operate as a waiver
thereof.
(c) Notices. Any notice, demand or request required or permitted to be
given by the Company or a Holder pursuant to the terms of this
Agreement shall be in writing and shall be deemed delivered (i) when
delivered personally or by verifiable facsimile transmission, unless
such delivery is made on a day that is not a Business Day, in which
case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to
an overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid), addressed as follows:
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If to the Company:
Ramtron International Corporation
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Financial Officer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Coudert Brothers LLP
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. St. Clair, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and if to a Holder, to such address as shall be designated by such
Holder in writing to the Company.
(d) Assignment. Upon the transfer of a Debenture or Warrant (or a part
thereof constituting 10% or more of the Registrable Securities
issuable upon conversion or exercise of such Debenture or Warrant) or
Registrable Securities by a Holder, the rights of such Holder
hereunder with respect to such Debenture or Warrant (or part thereof)
or securities so transferred shall be assigned automatically to the
transferee thereof, and such transferee shall thereupon be deemed to
be a "Holder" for purposes of this Agreement, as long as: (i) the
Company is, within a reasonable period of time following such
transfer, furnished with written notice of the name and address of
such transferee, (ii) the transferee agrees in writing with the
Company to be bound by all of the provisions hereof, and (iii) such
transfer is made in accordance with the applicable requirements of the
Securities Purchase Agreement; provided, however, that the
registration rights granted in this Agreement shall not be transferred
to any person or entity that receives a Debenture, Warrant or
Registrable Securities pursuant to an effective registration statement
under the Securities Act or pursuant to a public transaction under
Rule 144 or any successor provision thereto.
(e) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which together shall be
deemed one and the same instrument. This Agreement, once executed by
a party, may be delivered to any other party hereto by facsimile
transmission.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New
York.
Page-12
(g) Most Favored Nations. The rights of the Purchasers and the
obligations of the Company set forth in Section 7.12 of the Securities
Purchase Agreement are hereby incorporated by reference and made a
part of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Title: CEO
HALIFAX FUND, L.P.
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Counsel
Page-13
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Title: CEO
▇▇▇▇▇▇▇▇ CAPITAL CORP.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Attorney-in-fact
Page-14
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