NVE CORPORATION
COMMON STOCK PURCHASE WARRANT
NVE CORPORATION, a Minnesota corporation (the "Company"), hereby
agrees that, for value received, Cypress Semiconductor Corporation (the
"Holder"), is entitled, subject to the terms set forth below, to purchase
from the Company at any time or from time to time after April 12, 2002 and
before 5:00 p.m., Central Time, on April 11, 2005, Two Million (2,000,000)
shares of the common stock of the Company, $0.01 par value (the "Common
Stock"), at a price per share of $3.00.
1. Exercise of Warrant. The purchase rights exercisable under
this Warrant shall be exercised by the Holder surrendering this Warrant with
the Exercise Form attached hereto duly executed by such Holder, to the
Company at its principal office, accompanied by payment, in cash or by
certified or official bank check payable to the order of the Company, of the
purchase price payable in respect of the Common Stock being purchased. The
minimum number of shares that can be purchased upon any exercise of this
warrant shall be 100,000. If less than all of the Common Stock is purchased,
the Company will, upon such exercise, execute and deliver to the Holder
hereof a new Warrant (dated the date hereof) evidencing the number of shares
of the Common Stock not so purchased. As soon as practicable after the
exercise of this Warrant and payment of the purchase price, the Company will
cause to be issued in the name of and delivered to the Holder hereof, or as
such Holder may direct, a certificate or certificates representing the shares
purchased upon such exercise. The Company may require that such certificate
or certificates contain on the face thereof a legend substantially as
follows:
"The transfer of the shares represented by this certificate is
restricted pursuant to the terms of a Common Stock Purchase Warrant dated
April 12, 2002, issued by NVE Corporation a copy of which is available for
inspection at the offices of NVE Corporation. Transfer may not be made except
in accordance with the terms of the Common Stock Purchase Warrant. In
addition, no sale, offer to sell or transfer of the shares represented by
this certificate shall be made unless a Registration Statement under the
Securities Act of 1933, as amended, and applicable state laws with respect to
such shares is then in effect or exemptions from the registration
requirements of such Act and applicable state laws are available."
2. Adjustment of Purchase Price. In the event the Company shall at
any time hereafter subdivide or combine its outstanding shares of Common
Stock, or declare a dividend payable in Common Stock, the exercise price in
effect immediately prior to the subdivision, combination or record date for
such dividend payable in Common Stock shall forthwith be proportionately
increased, in the case of combination, or proportionately decreased, in the
case of subdivision or declaration of a dividend payable in Common Stock, and
each share of Common Stock purchasable upon exercise of the Warrant shall be
changed to the number determined by dividing the then current exercise price
by the exercise price as adjusted after such subdivision, combination or
dividend payable in Common Stock.
No fractional shares of Common Stock are to be issued upon the
exercise of the Warrant, but the Company shall pay a cash adjustment in
respect of any fraction of a share which would otherwise be issuable in an
amount equal to the same fraction of the market price per share of Common
Stock on the day of exercise as determined in good faith by the Company.
In the event of any capital reorganization or any reclassification
of the shares of Common Stock of the Company, or in the case of any
consolidation with or merger of the Company into or with another corporation,
or the sale of all or substantially all of its assets to another corporation
effected in such a manner that the holders of common shares shall be entitled
to receive stock, securities or assets with respect to or in exchange for
Common Stock, then, as a part of such reorganization, reclassification,
consolidation, merger or sale, as the case may be, lawful provision shall be
made so that the Holder of the Warrant shall have the right thereafter to
receive, upon the exercise hereof, the kind and amount of shares of stock or
other securities or property which the Holder would have been entitled to
receive if, immediately prior to such reorganization, reclassification,
consolidation or merger, the Holder had held the number of shares of Common
Stock which were then purchasable upon the exercise of the Warrant. In any
such event, appropriate adjustment (as determined in good faith by the Board
of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interest
thereafter of the Holder of the Warrant, to the end that the provisions set
forth herein (including provisions with respect to adjustments of the
exercise price) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of the Warrant.
3. Transferability. Neither this Warrant nor the shares of Common
Stock of the Company issuable upon exercise of the Warrant have been
registered under the Securities Act of 1933, as amended, nor any state
securities laws. Prior to making any disposition of the Warrant or of any
Common Stock purchased upon exercise of the Warrant, the Holder will give
written notice to the Company describing briefly the manner of any such
proposed disposition. The Holder will not make any such disposition until
(i) the Company has notified the Holder that, in the opinion of its counsel,
registration under the Securities Act of 1933 and applicable state laws is
not required with respect to such disposition, or (ii) appropriate
registrations covering the proposed distribution have been filed by the
Company and have become effective. The Company agrees that, upon receipt of
written notice from a Holder with respect to such proposed distribution, it
will use its best efforts, in consultation with such ▇▇▇▇▇▇'s counsel, to
ascertain as promptly as possible whether or not registration is required and
will advise the Holder promptly with respect thereto.
The Company shall have no obligation to recognize any transfer of
this Warrant or the Common Stock purchasable upon exercise of this Warrant
which is not made in compliance with this provision. Until the Warrant or
the Common Stock purchasable hereunder is transferred on the books of the
Company, the Company may treat the Holder as the absolute owner hereof for
all purposes without being affected by any notice to the contrary.
4. Reservation of Common Stock. A number of shares of Common
Stock sufficient to provide for the exercise of the Warrant upon the basis
herein set forth shall at all times be reserved for the exercise thereof.
5. Miscellaneous. The Company will not, by amendment of its
Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act or deed, avoid
or seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by the
Company, but will at all times in good faith assist, insofar as it is able,
in the carrying out of all provisions hereof and in the taking of all other
action which may be necessary in order to protect the rights of the Holder
hereof.
The representations, warranties and agreements herein contained
shall survive the exercise of this Warrant.
All shares of Common Stock or other securities issued upon the
exercise of the Warrant shall be validly issued, fully paid and
nonassessable.
IN WITNESS WHEREOF this Warrant been duly executed by NVE
Corporation effective as of this 12th day of April, 2002.
NVE CORPORATION
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇
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Its: President & CEO
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EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)
To NVE Corporation, Inc.:
The undersigned, the holder of the within warrant, hereby irrevocably elects
to exercise the purchase right represented by such warrant for, and to
purchase thereunder _________* shares of common stock of NVE Corporation, and
herewith makes payment of $________________ therefor, and requests that the
certificate(s) for such shares be issued in the name of, and be delivered
to_________________, whose address is _______________________
Dated:______________________ ______________________________
(Signature must conform in all respects to the
name of holder as on the face of the warrant)
______________________________
(Address)
______________________________
(Address - City - State - Zip)
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*Insert here all or such portion of the number of shares called for on the
face of the within warrant with respect to which the Holder desires to
exercise the purchase right represented thereby, without adjustment for any
other or additional stock, other securities, property or cash which may be
deliverable on such exercise.
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