Patriot Scientific Corporation Announces Debenture Conversion, Warrant Buyback Agreements; Debentures Being Retired - Redemption of up to 20 Million Warrants Authorized Patriot Scientific Corporation (OTC Bulletin Board: PTSC.OB) -- a high-tech intellectual properties company that specializes in developing and licensing high-performance ultra-low power microprocessor technology -- today announced that it has entered into agreements to reorganize its relationship with Lincoln Ventures, LLC ("Lincoln") and Swartz Private Equity, LLC ("Swartz") to benefit the Company and its retail shareholders. The agreements, which are subject to Board approval, provide for the following: -- Lincoln and Swartz will immediately convert their remaining convertible debentures of the Company, following which the Company will not have any debt on its balance sheet. -- To facilitate the conversion of the debentures, agreements between the Company and Lincoln and Swartz which prohibit each of Lincoln and Swartz from owning more than 4.99% of the Company's Common Stock will be amended to allow them to own up to 9.99% of the Common Stock. With their holdings exceeding 5% they will need to make appropriate SEC filings upon future dispositions of the Company's stock. -- The Company will have the right to redeem up to 20 million warrants owned by Lincoln and Swartz. -- The exercise prices of Company warrants held by Lincoln and Swartz will no longer be subject to downward resets based on the trading price of the Company's Common Stock. -- The Company will issue 7,000,000 warrants to Lincoln and Swartz in consideration for the agreements. The agreements were negotiated directly with Lincoln Ventures, LLC, and Swartz Private Equity, according to Patriot Scientific Chairman and CEO David Pohl. "These agreements are an important step toward freeing the Company from the burden of certain debt and equity financing transactions that enabled the Company to remain viable in previous years," Pohl stated. "During the past 12 months the Company has undergone significant changes in management and operating strategy and is now in a favorable cash position as a result of licensing revenues related to our patent portfolio that is jointly owned with the TPL Group. We are pleased that the principals of the Swartz and Lincoln organizations were willing to provide financing in the past and that they are now demonstrating their confidence in the future of Patriot Scientific by entering into these new agreements." The warrant buyback program is based upon an agreement which calls for a structured series of warrant redemptions over a period of several months, beginning in February 2006. "Under the terms of this agreement we have the right but not the obligation to redeem up to 2 million warrants per month," Pohl continued, "and we are pleased to have negotiated a redemption price that is equal to each applicable volume weighted average monthly trading price for Patriot's shares less the exercise price for the first 10 million warrants covered by this agreement." The price and terms applicable to the redemption of the other 10 million warrants will be determined by mutual agreement of the parties. A spokesman for Lincoln Ventures, LLC and Swartz Private Equity, LLC, announced that "Lincoln and Swartz are pleased with the progress of Patriot's intellectual property enforcement program through its joint venture portfolio partner, The TPL Group. We have confidence in their program to secure additional licensing transactions with users of the patented technologies of Patriot and TPL, and the potential for sustained revenue to the Company." "At Patriot's request," the spokesman continued, "both Lincoln and Swartz have agreed to convert all of their outstanding Patriot Scientific debentures into shares of common stock. These conversions will result in our beneficial ownership exceeding 5% of the issued and outstanding shares of Patriot, and as a result we will make all appropriate SEC filings as to the future disposition of our holdings of the Company's common stock. We trust that these actions will support Patriot Scientific in its growth as Patriot and TPL accelerate their worldwide licensing of the jointly owned MMP Portfolio." The action by Patriot Scientific to retire the debentures and to also buy back what could amount to approximately 20 percent of the company's total outstanding stock warrants at this juncture was driven by the same impetus that has guided other strategic reorganizational moves that began in 2005.