Default Waiver and Fifth Amendment to Loan and Security Agreement



 Exhibit 10.68 
 DEFAULT WAIVER AND FIFTH AMENDMENT 
 TO 

LOAN AND SECURITY AGREEMENT 
 This DEFAULT WAIVER AND FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of June, 2011, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL
CORPORATION, a Delaware corporation (“Borrower”), whose address is 1850 Ramtron Drive, Colorado Springs, Colorado 80921. 
 RECITALS 
 A. Bank and Borrower have entered into
that certain Amended and Restated Loan and Security Agreement dated as of August 18, 2009, as amended by that certain First Amendment to Loan and Security Agreement dated as of February 26, 2010, as amended by that certain Second Amendment
to Loan and Security Agreement dated as of June 28, 2010, as amended by that certain Third Amendment to Loan and Security Agreement dated as of October 19, 2010, as amended by that certain Fourth Amendment to Loan and Security Agreement
dated as of March 2, 2011 (as the same may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”). Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

B. Bank and Borrower have determined that Borrower failed to comply with the Liquidity Ratio covenant set forth in
Section 6.9(c) of the Loan Agreement for the months of April and May of 2011 (the “Existing Defaults”). 
 C.
Borrower has requested that Bank waive its rights and remedies against Borrower, limited specifically to the Existing Defaults. Although Bank is under no obligation to do so, Bank is willing to not exercise its rights and remedies against
Borrower related to the Existing Defaults on the terms and conditions set forth in this Amendment, so long as Borrower complies with the terms, covenants and conditions set forth in this Amendment. 

D. Borrower has further requested that Bank amend the Loan Agreement to modify the Compliance Certificate, to increase the
Revolving Line, to modify certain financial covenants in the Loan Agreement and to make certain other modifications set forth herein. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with
the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 

AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms used but
not defined in this Amendment shall have the meanings given to them in the Loan Agreement. 







 2. Waiver of Covenant Default. As of and from the time of their occurrence,
Bank hereby waives Borrower’s Existing Defaults under the Loan Agreement by virtue of Borrower’s failure to comply with the Liquidity Ratio set forth in Section 6.9(c) of the Loan Agreement as of April 30, 2011 and May 31,
2011. Bank’s waiver of Borrower’s compliance of this covenant shall apply only to the foregoing periods. Accordingly, for all periods except that set forth above and at all times hereinafter, Borrower shall be in compliance with this
covenant. 
 Bank’s agreement to waive the above-described defaults (1) in no way shall be deemed an agreement by the
Bank to waive Borrower’s compliance with the above-described covenant as of all other dates and (2) shall not limit or impair the Bank’s right to demand strict performance of this covenant as of all other dates and (3) shall not
limit or impair the Bank’s right to demand strict performance of all other covenants as of any date. 
 3. Amendments to
Loan Agreement. 
 3.1 Section 2.1.2(a) (Letters of Credit Sublimit). The third sentence of
Section 2.1.2(c) of the Loan Agreement is hereby deleted and replaced with the following: 
 The face amount of outstanding
Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). 

3.2 Section 2.1.3 (Foreign Exchange Sublimit). Section 2.1.3 of the Loan Agreement is hereby deleted and replaced
with the following: 
 As part of the Revolving Line, Borrower may enter into foreign exchange contracts with Bank under which
Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”). FX Forward Contracts shall have a Settlement Date
of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract in a maximum aggregate amount equal to One Million Seven Hundred Fifty Thousand
Dollars ($1,750,000) (the “FX Reserve”). The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the amount of the FX Reserve. The amount otherwise available for Credit Extensions under the
Revolving Line shall be reduced by an amount equal to ten percent (10%) of each outstanding FX Forward Contract (the “FX Reduction Amount”). Any amounts needed to fully reimburse Bank will be treated as Advances under the
Revolving Line and will accrue interest at the interest rate applicable to Advances. 
 3.3 Section 2.1.4 (Cash
Management Services). Section 2.1.4 of the Loan Agreement is hereby deleted and replaced with the following: 
 Cash
Management Services Sublimit. Borrower may use up to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of the Revolving Line for Bank’s cash management services which may include merchant services, direct


  
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deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management
Services”). Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances. 

3.4 Section 5.3 (Accounts Receivable; Inventory). The following paragraph is added to the end of Section 5.3 of
the Loan Agreement: 
 For any item of Inventory consisting of “Eligible Inventory” in this or the EXIM Loan Agreement,
such Inventory (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in
progress, packaging or shipping materials, or supplies; (b) meets all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act; (d) is not subject to any Liens, except the first
priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (e) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted
under Section 7.2). 
 3.5 Section 6.9(c) (Liquidity Ratio). Section 6.9(c) of the Loan Agreement
is hereby deleted and replaced with the following: 
 Liquidity Ratio. A Liquidity Ratio, to be tested as of the last day
of each month, (i) for the months of June and July of 2011, of at least 1.10 to 1.00 and (ii) for all months other than the foregoing, of at least 1.50 to 1.00. 
 3.6 Section 6.9(d) (Minimum EBITDA). Section 6.9(d) of the Loan Agreement is hereby deleted and replaced with the following: 

Minimum EBITDA. Maintain, to be tested as of the last day of each month for the previous three-month period, (i) for the month
of June 2011, EBITDA of at least ($1,000,000) and (ii) for all other months other than the foregoing, EBITDA of at least $1,000,000. 
 3.7 Section 13 (Definitions). The following terms and their definitions set forth in Section 13.1 of the Loan Agreement are hereby amended and restated to read as
follows: 
 “Borrowing Base” is (a) eighty percent (80%) of Eligible Accounts plus
(b) eighty-five percent (85%) of Eligible Foreign Accounts up to a maximum amount of $3,400,000, as determined by Bank from Borrower’s most recent Transaction Report minus (c) fifty percent (50%) of the principal balance of
the Term Loan outstanding from time to time; provided, however, that Bank may decrease the foregoing amount and percentages in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may
adversely affect Collateral. 

  
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 “Eligible Accounts” means Accounts which arise in the ordinary course of
Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in
its good faith business judgment. Eligible Accounts shall not include: 
 (a) Accounts that the Account Debtor
has not paid within ninety (90) days of invoice date regardless of invoice payment period terms; 
 (b)
Accounts owing from an Account Debtor, fifty percent (50%) or more of whose Accounts have not been paid within ninety (90) days of invoice date; 
 (c) Accounts billed in the United States and owing from an Account Debtor which does not have its principal place of business in the United States or Canada; 

(d) Accounts billed and payable outside of the United States unless the Bank has a first priority, perfected security
interest or other enforceable Lien in such Accounts; 
 (e) Accounts owing from an Account Debtor to the extent
that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of
customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course of its business; 
 (f) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 
 (g) Accounts with credit balances over ninety (90) days from invoice date; 
 (h) Accounts owing from an Account Debtor, including Affiliates, whose total obligations to Borrower exceed twenty-five (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank
approves in writing; 
 (i) Accounts owing from an Account Debtor which is a United States government entity or
any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 

(j) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale
guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional; 
 (k) Accounts owing from an Account Debtor that has not been invoiced or where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings);

 (l) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall
be scheduled or due according to completion or 

  
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fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called
contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 
 (m) Accounts
owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage
billings); 
 (n) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory
trust; 
 (o) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped
to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods
wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts); 

(p) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the
extent of such Deferred Revenue); 
 (q) Accounts for which the Account Debtor has not been invoiced; 

(r) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of
Borrower’s business; 
 (s) Accounts for which Borrower has permitted Account Debtor’s payment to
extend beyond 90 days; 
 (t) Accounts subject to chargebacks or others payment deductions taken by an Account
Debtor (but only to the extent the chargeback is determined invalid and subsequently collected by Borrower); 

(u) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed
amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; and 
 (v) Accounts for which Bank in its good faith business judgment determines collection to be doubtful. 
 “Revolving Line” is an Advance or Advances in an aggregate amount of up to Seven Million Five Hundred Thousand Dollars ($7,500,000) outstanding under this Agreement and the EXIM Loan
Agreement in the aggregate at any time. 
 “Revolving Line Maturity Date” is October 31, 2011. 

  
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 3.8 Non-Formula Advances. Notwithstanding any other provision of the Loan
Agreement, no Non-Formula Advances may be requested by Borrower or shall be made by Bank after the date of this Amendment. 

3.9 Streamline Reporting. Notwithstanding any other provision of the Loan Agreement, no Streamline Reporting shall be
available for Borrower from and after July 1, 2011. 
 3.10 Compliance Certificate. The Compliance
Certificate of Borrower is replaced with the Compliance Certificate attached to this Amendment. 
 4. Limitation of
Amendments. 
 4.1 The amendments set forth in Section 3, above, are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which
Bank may now have or may have in the future under or in connection with any Loan Document. 
 4.2 This Amendment shall be
construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect. 
 5. Representations and Warranties. To induce Bank to enter into this
Amendment, Borrower hereby represents and warrants to Bank as follows: 
 5.1 Immediately after giving effect to this
Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date,
in which case they are true and correct as of such date), and (b) no Event of Default other than the Existing Defaults has occurred and is continuing; 
 5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

5.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have
not been amended, supplemented or restated and are and continue to be in full force and effect; 
 5.4 The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary action on the part of Borrower; 

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

  
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 5.6 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or
public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 

5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting
creditors’ rights. 
 6. Prior Agreement. Except as expressly provided for in this Amendment, the Loan
Documents are hereby ratified and reaffirmed and shall remain in full force and effect. This Amendment is not a novation and the terms and conditions of this Amendment shall be in addition to and supplemental to all terms and conditions set forth in
the Loan Documents. In the event of any conflict or inconsistency between this Amendment and the terms of such documents, the terms of this Amendment shall be controlling, but such document shall not otherwise be affected or the rights therein
impaired. 
 7. Release by Borrower 
 7.1 FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Bank and its present or former employees, officers, directors, agents, representatives,
attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether
known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through
and including the date of execution of this Amendment (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever
connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of
the foregoing. 
 7.2 By entering into this release, Borrower recognizes that no facts or representations are ever
absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all
matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts
was incorrect, Borrower shall not be entitled to set aside this 

  
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release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any
representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. 
 7.3 This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or
attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Bank to enter into this Amendment, and that Bank would not have done so but for Bank’s expectation that such
release is valid and enforceable in all events. 
 7.4 Borrower hereby represents and warrants to Bank, and Bank is
relying thereon, as follows: 
 (a) Except as expressly stated in this Amendment, neither Bank nor any agent, employee
or representative of Bank has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Amendment. 
 (b) Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary. 

(c) The terms of this Amendment are contractual and not a mere recital. 

(d) This Amendment has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this
Amendment is signed freely, and without duress, by Borrower. 
 (e) Borrower represents and warrants that it is the sole
and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any
claims or other matters herein released. Borrower shall indemnify Bank, defend and hold it harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters
released herein. 
 8. Integration. This Amendment and the Loan Documents represent the entire agreement about
this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into
this Amendment and the Loan Documents. 
 9. Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

  
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 10. Effectiveness. This Amendment shall be deemed effective upon the due
execution and delivery to Bank of this Amendment by each party hereto, delivery of the attached acknowledgements executed by the Guaranty, payment of an amendment fee of $20,000 to Bank, payment of all required EXIM fees, and payment of all legal
expenses of Bank related to this Amendment. 
 11. Governing Law. This Amendment and the rights and obligations of
the parties hereto shall be governed by and construed in accordance with the laws of the State of California. Section 11 of the Loan Agreement applies to this Amendment as if set forth herein. 

[Signature page follows.] 

  
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 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of the date first written above. 
  

									
	BANK	 	 	 	BORROWER
			
	Silicon Valley Bank	 		 	Ramtron International Corporation
					
	By:	 	  /s/ Chris Ennis
	 		 	By:	 	  /s/ Mark R. Kent

	Name:	 	     Chris Ennis
	 		 	Name:	 	     Mark R. Kent

	Title:	 	     Relationship Manager
	 		 	Title:	 	     Chief Financial Officer









 EXHIBIT B - COMPLIANCE CERTIFICATE 

 

							
		  	TO:	  	    SILICON VALLEY BANK	  	Date:                        

		  	FROM:	  	     RAMTRON INTERNATIONAL CORPORATION
	  	

 The undersigned authorized officer of Ramtron International Corporation (“Borrower”) certifies
that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending
                    with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations
and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date,
(4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as
otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower relating to unpaid employee payroll or benefits of which Borrower has not previously provided
written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not
just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenant
	  	 Required
	  	 Complies

			
	 Monthly financial statements with

Compliance Certificate
	  	Monthly within 30 days	  	Yes  No
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 150 days	  	Yes   No
	 10-Q, 10-K and 8-K
	  	Within 5 days after filing with SEC	  	Yes   No
	 A/R & A/P Agings
	  	Monthly within 20 days	  	Yes   No
	 Budgets/Projections
	  	Within 30 days after FYE	  	Yes   No
	 Ten Percent of Eligible A/R Invoices
	  	Quarterly within 20 days	  	

 The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if
no registrations, state “None”) 
  
  

 
  
  

							
	 Financial Covenant
	  	Required	 	Actual	  	Complies
	Maintain on a Monthly Basis:	  		 		  	
	Liquidity Ratio:	  		 		  	
	Minimum EBITDA:	  		 		  	








 The following financial covenant analyses and information set forth in Schedule 1 attached
hereto are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the
certification above: (If no exceptions exist, state “No exceptions to note.”) 
  

 
  

 
  

 
  

															
		  	RAMTRON INTERNATIONAL CORPORATION	  		 	BANK USE ONLY	  	
							
		  		  		  		 	Received by:	  	  
	  	


															
		  	By:	  	  
	  		  		  		  	AUTHORIZED SIGNER	  	
		  	Name:	  	  
	  		  	Date:	  	 	  	 	  	
		  	Title:	  	  
	  		  		  		  		  	
		  		  		  		  	Verified:	  		  	 	  	
		  		  		  		  		  		  	AUTHORIZED SIGNER	  	
		  		  		  		  	Date:	  	 	  	 	  	
						
		  		  		  		  	Compliance Status:        Yes    No	  	








 Schedule 1 
 ACKNOWLEDGMENT OF AMENDMENT 
 AND REAFFIRMATION OF GUARANTY

 Section 1. Guarantor hereby acknowledges and confirms that it has reviewed and approved the terms and
conditions of the Fifth Amendment to Loan and Security Agreement dated as of even date herewith (the “Amendment”). 

Section 2. Guarantor hereby consents to the Amendment and agrees that the Guaranty relating to the Obligations of Borrower
under the Loan Agreement shall continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith.

 Section 3. Guarantor represents and warrants that, after giving effect to the Amendment, all representations and
warranties contained in the Guaranty are true, accurate and complete as if made the date hereof. 
 Dated as of June 30, 2011 

 

									
	 GUARANTOR
	 		 	Ramtron Canada Inc.
				
	 	 	 	 	By:	 	  /s/ Eric A.
Balzer



									
	 	 	 	 	Name:	 	  Eric A. Balzer



									
		 		 	   Title:	 	  CEO









 Schedule 2 
 ACKNOWLEDGMENT OF AMENDMENT 
 AND REAFFIRMATION OF SECURITY AGREEMENT

 Section 1. Pledgor hereby acknowledges and confirms that it has reviewed and approved the terms and
conditions of the Fifth Amendment to Loan and Security Agreement dated as of even date herewith (the “Amendment”). 

Section 2. Pledgor hereby consents to the Amendment and agrees that the Security Agreement securing the Obligations of
Borrower under the Loan Agreement shall continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection
herewith. 
 Section 3. Pledgor represents and warrants that, after giving effect to the Amendment, all
representations and warranties contained in the Security Agreement are true, accurate and complete as if made the date hereof. 
 Dated as of
June 30, 2011 
  

									
	PLEDGOR	 		 	Ramtron Canada Inc.
				
		 		 	By:	 	  /s/ Eric A. Balzer

		 		 	Name:   Eric A. Balzer                   
                                        

		 		 	Title:    CEO