Exhibit 4.10
AMENDMENT NO. 1
TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT No. 1 (this "Amendment") to the Share Purchase Agreement dated
as of December 14, 2000 (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, pursuant to the Agreement, Infineon purchased shares of the Company's
Common Stock and, subject to certain conditions, agreed to refrain from
acquiring any additional shares of the Company's Common Stock for a specified
period of time (the "Standstill Period"), which period is still in effect;
WHEREAS, concurrently herewith, Infineon and the Company are consummating a
transaction pursuant to which Infineon will, among other things, purchase
additional securities of the Company which are convertible and exercisable
into shares of the Company's Common Stock and Ramtron will, among other
things, waive its rights with respect to the applicability of the Standstill
to Infineon's purchase of such additional securities and Infineon will, among
other things, agree to amend the terms of the Standstill in accordance with
this Amendment,
WHEREAS, Infineon and the Company wish hereby to amend the Agreement in order
to extend the Lock-Up Period.
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 7.9 - "Infineon Standstill". Subsection (a)(i) of Section
7.9 of the Agreement is hereby amended and restated to read in its
entirety as follows:
"(i) the date three (3) years after the Initial Closing Date,"
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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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