FORM OF EXERCISE AGREEMENT. (To be Executed by the holder in order to Exercise the Warrant) To: Simtek Corporation 0000 Xxxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxxx, President The undersigned hereby irrevocably exercises the right to purchase _____________ shares of the Common Stock, $.01 par vale per share, of SIMTEK CORPORATION, a corporation organized under the laws of the State of Colorado (the "Company"), and tenders herewith payment of the Exercise Price in full, in the amount of $_____________, in cash, by certified bank check or by wire transfer of immediately available funds for the account of the Company or exercises this Warrant pursuant to the "cashless exercise" provisions thereof; and The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained on exercise of the Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Exercise Agreement to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC Transfer"). In lieu of receiving the shares of Common Stock issuable pursuant to this Exercise Agreement by way of DTC Transfer, the undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock. The undersigned requests that a Warrant representing any unexercised portion hereof be issued, pursuant to the Warrant, in the name of the Holder and delivered to the undersigned at the address set forth below: Dated: ---------------- ------------------------------------------------- Signature of Holder ------------------------------------------------- Name of Holder (Print) Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the attached Warrant, with respect to the number of shares of Common Stock covered thereby issuable pursuant to the attached Warrant set forth hereinbelow, to: Name of Assignee Address No of Shares ---------------- ------- ------------ and hereby irrevocably constitutes and appoints ________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: _____________________, ____ In the presence of ----------------------------- Name: ____________________________ Signature: _______________________ Title of Signing Officer or Agent (if any): -------------------------------- Address: -------------------------------- -------------------------------- Note: The above signature should correspond exactly with the name on the face of the within Warrant. EXHIBIT C TRANSFER AGENT INSTRUCTIONS
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FORM OF EXERCISE AGREEMENT. (To be Executed by the holder Holder in order to Exercise the Warrant) To: Simtek Corporation InKine Pharmaceutical Company, Inc. 0000 Xxxxxxxxxx Xx.Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 00, Xxxxx 000 Xxxxxxxx XxxxxxxXxxx Xxxx, XX 00000 Telephone No.Facsimile: (000) 000-0000 Telecopier No.Attn: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxxx, President Chief Executive Officer The undersigned hereby irrevocably exercises the right to purchase _____________ shares of the Common StockStock of InKine Pharmaceutical Company, $.01 par vale per share, of SIMTEK CORPORATIONInc., a corporation organized under the laws of the State of Colorado New York (the "Company"), evidenced by the attached Warrant, and tenders herewith [makes payment of the Exercise Price with respect to such shares in fullfull][elects to effect a Cashless Exercise (as defined in Section 11(c) of such Warrant), all in accordance with the amount conditions and provisions of $_____________, in cash, by certified bank check or by wire transfer of immediately available funds for the account of the Company or exercises this Warrant pursuant to the "cashless exercise" provisions thereof; and said Warrant. The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained on exercise of the Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. ______ The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Exercise Agreement to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC Transfer"), provided that such transfer agent participates in the DTC Fast Automated Securities Transfer program. ______ In lieu of receiving the shares of Common Stock issuable pursuant to this Exercise Agreement by way of DTC Transfer, the undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock. The undersigned requests that a Warrant representing any unexercised portion hereof be issued, pursuant to the Warrant, in the name of the Holder and delivered to the undersigned at the address set forth below: Dated: ---------------- ------------------------------------------------- :_________________ _____________________________________ Signature of Holder ------------------------------------------------- _____________________________________ Name of Holder (Print) Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- _____________________________________ _____________________________________ EXHIBIT B to Securities Purchase Agreement FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the attached within Warrant, with respect to the number of shares of Common Stock covered thereby issuable pursuant to the attached Warrant set forth hereinbelow, to: Name of Assignee Address No No. of Shares ---------------- ------- ------------ ------------- , and hereby irrevocably constitutes and appoints ________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: _____________________, ____ In the presence of ----------------------------- __________________ Name: :______________________________________ Signature: :_________________________________ Title of Signing Officer or Agent (if any): -------------------------------- ___________________________________________ Address: -------------------------------- -------------------------------- :__________________________________ __________________________________ __________________________________ Note: The above signature should correspond exactly with the name on the face of the within Warrant. EXHIBIT C TRANSFER AGENT INSTRUCTIONS.
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Samples: Inkine Pharmaceutical Co Inc
FORM OF EXERCISE AGREEMENT. (To be Executed by the holder in order to Exercise the Warrant) To: Simtek Corporation 0000 Xxxxxxxxxx 4250 Buckingham Dr., Suite 100 Colorado Springs, CO 80907 Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier NoXxxxxxxxx Xx.: (000719) 000531-0000 Attention9765 Xxxxxxxxx: Xxxxxxx X. Xxxxxxxx, President _____________________ Xxx:__________________________ The undersigned hereby irrevocably exercises the right to purchase _____________ shares of the Common Stock, $.01 par vale value per share, of SIMTEK CORPORATION, a corporation organized under the laws of the State of Colorado (the "Company"), and tenders herewith payment of the Exercise Price in full, in the amount of $_____________, in cash, by certified bank check or by wire transfer of immediately available funds for the account of the Company or exercises this Warrant pursuant to the "cashless exercise" provisions thereofCompany; and The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained on exercise of the Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. [ ] The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Exercise Agreement to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC Transfer"). [ ] In lieu of receiving the shares of Common Stock issuable pursuant to this Exercise Agreement by way of DTC Transfer, the undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock. The undersigned requests that a Warrant representing any unexercised portion hereof be issued, pursuant to the Warrant, in the name of the Holder and delivered to the undersigned at the address set forth below: Dated: ---------------- ------------------------------------------------- :_________________ _____________________________________ Signature of Holder ------------------------------------------------- _____________________________________ Name of Holder (Print) Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- _____________________________________ _____________________________________ _____________________________________ FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the attached Warrant, with respect to the number of shares of Common Stock covered thereby issuable pursuant to the attached Warrant set forth hereinbelow, to: Name of Assignee Address No of Shares ---------------- ------- ------------ and hereby irrevocably constitutes and appoints ________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: _____________________, ____ In the presence of ----------------------------- ____________________________ Name: ____________________________ Signature: _______________________ Title of Signing Officer or Agent (if any): -------------------------------- Address: -------------------------------- -------------------------------- __________________________ __________________________ Note: The above signature should correspond exactly with the name on the face theface of the within Warrant. EXHIBIT C TRANSFER AGENT INSTRUCTIONS.
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FORM OF EXERCISE AGREEMENT. (To be Executed by the holder in order to Exercise the Warrant) To: Simtek Corporation 0000 Xxxxxxxxxx 4250 Buckingham Dr., Suite 100 Colorado Springs, CO 80907 Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier NoXxxxxxxxx Xx.: (000719) 000531-0000 Attention9765 Xxxxxxxxx: Xxxxxxx X. Xxxxxxxx, President _____________________ Xxx:__________________________ The undersigned hereby irrevocably exercises the right to purchase _____________ shares of the Common Stock, $.01 par vale value per share, of SIMTEK CORPORATION, a corporation organized under the laws of the State of Colorado (the "Company"), and tenders herewith payment of the Exercise Price in full, in the amount of $_____________, in cash, by certified bank check or by wire transfer of immediately available funds for the account of the Company or exercises this Warrant pursuant to the "cashless exercise" provisions thereofCompany; and The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained on exercise of the Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. [ ] The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Exercise Agreement to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC Transfer"). [ ] In lieu of receiving the shares of Common Stock issuable pursuant to this Exercise Agreement by way of DTC Transfer, the undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock. The undersigned requests that a Warrant representing any unexercised portion hereof be issued, pursuant to the Warrant, in the name of the Holder and delivered to the undersigned at the address set forth below: Dated: ---------------- ------------------------------------------------- :_________________ _____________________________________ Signature of Holder ------------------------------------------------- _____________________________________ Name of Holder (Print) Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- _____________________________________ _____________________________________ _____________________________________ FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the attached Warrant, with respect to the number of shares of Common Stock covered thereby issuable pursuant to the attached Warrant set forth hereinbelow, to: Name of Assignee Address No of Shares ---------------- ------- ------------ and hereby irrevocably constitutes and appoints ________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: _____________________, ____ In the presence of ----------------------------- ____________________________ Name: ____________________________ Signature: _______________________ Title of Signing Officer or Agent (if any): -------------------------------- Address: -------------------------------- -------------------------------- __________________________ __________________________ Note: The above signature should correspond exactly with the name on the face theface of the within Warrant. EXHIBIT C TRANSFER AGENT INSTRUCTIONSSimtek and Cypress Proprietary Schedule 3 Stock Purchase Warrant (December 31, 2006) VOID AFTER 5:00 P.M., COLORADO TIME, ON DECEMBER 31, 2016 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), or the securities laws of any state of the United States. The securities represented hereby may not be offered or sold in the absence of an effective registration statement for the securities under applicable securities laws unless offered, sold or transferred under an available exemption from the registration requirements of those laws. Date: December 31, 2006 SIMTEK CORPORATION STOCK PURCHASE WARRANT
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