EXHIBIT 10.1
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AMENDMENT NO. 2 TO WORKING CAPITAL FUNDING AGREEMENT AND SHORT-TERM NOTE
This AMENDMENT NO. 2 TO WORKING CAPITAL FUNDING AGREEMENT AND
SHORT-TERM NOTE, dated as of May 21, 2003 ("Amendment No. 2"), is entered into
by and between Ophthalmic Imaging Systems, a California corporation ("OIS"), and
MediVision Medical Imaging Ltd., and Israeli corporation ("MediVision").
W I T N E S S E T H:
WHEREAS, OIS and MediVision are parties to that certain Working Capital
Funding Agreement, dated as of July 13, 2000 and amendment No. 1 The working
Capital Funding Agreement as of July 1, 2001 (the "Agreement"), whereby, among
other things, MediVision agreed to make loans to OIS for working capital
purposes in the principal amount of up to $2,500,000 (the "Maximum Principal
Amount"), which borrowings are convertible, at MediVision's option, into shares
of OIS common stock pursuant to the terms and conditions contained in the
Agreement (all capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement);
WHEREAS, OIS has executed and delivered to MediVision the Working
Capital Note evidencing the foregoing;
WHEREAS, the parties hereto desire to amend the Agreement and the
Working Capital Note in accordance with the terms and conditions set forth
herein, which the parties hereto acknowledge and agree is for their mutual
benefit and understanding.
NOW, THEREFORE, intending to be legally bound and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment. The Agreement is hereby amended to modify the
repayment terms and to extend the maturity date to January 1,
2005. Payments made against these notes, including the
Short-Term Note are to be applied on a First in First out
(FIFO) basis application to the principal and interest of the
oldest Note on record.
2. Options. With the extended maturity date of the notes, the
option conversion period is extended to conform to the
amendments in this agreement.
3. Ratification. Except as expressly modified by this Amendment
No. 2, the Agreement and all of its terms, covenants, and
provisions is in all respects, ratified, confirmed and
approved. This Amendment No. 2 shall become effective on the
date hereof.
4. Counterparts. This Amendment No. 2 may be executed in
counterparts, each of which shall be deemed an original, but
all of which shall be deemed to be and constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 to Working Capital Funding Agreement as of the date first above written.
OPHTHALMIC IMAGING SYSTEMS
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
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Title: CEO
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Address: 000 Xxxxxxx Xxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Attention: C.E.O.
Facsimile No. (000) 000-0000
Telephone No. (000) 000-0000
MEDIVISION MEDICAL IMAGING LTD.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: CEO
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Address: X.X. Xxx 00
Xxxxxxxxxx Xxxx
Xxxxxxx Xxxx
00000 Israel
[Signature Page to Amendment No. 2 to Working Capital Funding Agreement]
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