EXHIBIT 10.11
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT AMONG
NITINOL MEDICAL TECHNOLOGIES, INC.,
WHITNEY SUBORDINATED DEBT FUND, L.P., AND
X.X. XXXXXXX & CO. AS OF JULY 8, 1998
This Amendment No. 1 to the Registration Rights Agreement (the "Amendment
No. 1") dated as of March 30, 1999 is entered into between Nitinol Medical
Technologies, Inc., a Delaware corporation (the "Company"), Whitney Subordinated
Debt Fund, L.P., a Delaware limited partnership ("WSDF") and X.X. Xxxxxxx & Co.
("Whitney").
WHEREAS, the Company, WSDF and Whitney have entered into a Registration
Rights Agreement dated as of July 8, 1998 (the "Registration Rights Agreement")
in connection with the issuance by the Company of 561,207 shares of common stock
of the Company, par value $.001 per share (the "Common Stock"), to WSDF and
113,793 shares of the Common Stock to Whitney.
NOW THEREFORE, the parties hereto agree as follows:
1. Amendment to Section 4(a).
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The first sentence of Section 4(a) of the Agreement is hereby amended
in its entirety to read as follows:
"If the Company proposes to file a registration statement under the
Act with respect to an offering by the Company for its own account or for
the account of any of its stockholders pursuant to a registration filed
pursuant to Section 3 of that certain Registration Rights Agreement of even
date herewith among the Company and the individuals and entities listed on
Schedule A thereto, of any class of security (other than a registration
statement on Form S-4 or S-8 (or any successor form thereto)) under the
Act, then the Company shall give written notice of such proposed filing to
each of the Holders at least twenty (20) days before the anticipated filing
date, and such notice shall describe in detail the proposed registration
and distribution (including those jurisdictions where registration under
the Securities or blue sky laws is intended) and offer such Holders the
opportunity to register the number of Registerable Securities as each such
Holder may request."
2. Miscellaneous.
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(a) Governing Law. This Amendment No. 1 shall be governed by and
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construed and enforced in accordance with the laws of the Commonwealth of
Massachusetts without giving effect to the principles of conflicts of laws
thereof.
(b) Remaining Agreement. Except as amended hereby, the Registration
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Rights Agreement shall remain in full force and effect in all respects.
(c) Counterparts; Effectiveness. This Amendment No. 1 may be signed
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in any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first written above.
NITINOL:
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President of Finance and Administration
and Chief Financial Officer
WHITNEY SUBORDINATED DEBT FUND
By: Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: A General Partner
X.X. XXXXXXX & CO.
By: Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: A General Partner
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