Exhibit 10.16.1
April 2, 1997
Xxxx Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
Dear Xxxx,
Reference is made to the Stock Purchase Agreement between the Company and you
dated as of December 31, 1996 (the "Agreement") which accords certain
registration rights to you with respect to 32,000 post-split shares of common
stock of InVision Technologies, Inc. In consideration of your execution and
delivery of a certain Waiver of Registration Rights and a certain Lock-up
Agreement requested by the Company's underwriters (together, the "Overhang
Agreements") in connection with a planned underwritten public offering, the
Company agrees to amend the first sentence of section 2.1 of the agreement as
follows:
"The Purchaser shall not later than one year after the Closing Date or 120
days after the effective date of a Registration Statement under Section
2.2(b) hereof, whichever occurs first (the "Filing Date"), prepare and file
with the SEC a Registration Statement pursuant to Rule 415 (or any
appropriate similar rule that may be adopted by the SEC) under the Act
covering the Registrable Securities (the "Shelf Registration").
All other terms of the Agreement will remain the same. Copies of the above
referenced sections of the Agreement are attached for your convenience.
Please indicate your acceptance of this change by signing and returning a
copy of this letter to me by April 3, 1997. The change will become effective
without further documentation upon delivery by you of executed originals of
the Overhang Agreements.
Sincerely,
InVision Technologies, Inc.
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. XxXxxxx
Vice President, Finance and
Administration and Chief
Financial Officer
Agreed to and accepted:
/s/ XXXXXXXX X. XXXXX
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Xxxxxxxxx X. Xxxxx
Date: 4/3/97
1.
