EXHIBIT 10.5
CARDIMA, INC.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED STOCKHOLDERS'
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Fourth Amended and Restated
Stockholders' Rights Agreement dated as of March 7, 1997, (the "Stockholders'
Rights Agreement") is made as of June 4, 1997, by and among Cardima, Inc., a
Delaware corporation (the "Company"), and the persons and entities listed on
Exhibit A thereto (the "Investors"). Unless otherwise defined herein, the
capitalized terms herein shall have the same meanings given them in the
Stockholders' Rights Agreement.
Pursuant to Section 6.8 of the Stockholders' Rights Agreement, which
provides that such Agreement may be amended by a written instrument signed by
the Company and holders of at least a majority of the outstanding shares of
Registrable Securities, the parties hereto agree as follows:
1. Section 1.2(a) of the Stockholders' Rights Agreement is hereby amended
to read as follows:
"(a) If the Company shall receive at any time after the earlier of
(i) March 7, 2000, or (ii) six (6) months after the effective date of the first
registration statement for a bona fide, firm commitment underwritten public
offering of the Company's Common Stock at an offering price of at least $8.00
per share and net proceeds to the Company of at least $15,000,000 (if prior to
June 30, 1997, or $11.00 per share and net proceeds to the Company of at least
$20,000,000 if on or after July 1, 1997) (other than a registration statement
relating either to the sale of securities to employees of the Company pursuant
to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)
(a "Qualified IPO"), a written request from the Holders of at least twenty-five
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percent (25%) of the Registrable Securities then outstanding that the Company
file a registration statement under the Act covering the registration of at
least fifteen percent (15%) of the Registrable Securities then outstanding, then
the Company shall:
(i) within ten (10) days of the receipt thereof, give written
notice of such request to all Holders; and
(ii) effect as soon as practicable, and in any event within
sixty (60) days of the receipt of such request, the registration under the Act
of all Registrable Securities which the Holders request to be registered,
subject to the limitations of subsection 1.2(b), within twenty (20) days of
the mailing of such notice by the Company in accordance with Section 3.5."
2. Except as specifically amended herein, the Stockholders' Rights
Agreement shall remain in full force and effect.
3. This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
COMPANY:
CARDIMA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph.D.
President and CEO
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
INVESTORS:
GS CAPITAL PARTNERS II, L.P.
BY: GS Advisors, L.P.
Its General Partner
BY: GS Advisors, Inc.
Its General Partner
By: /s/ GS Capital Partners II, L.P.
________________________________
Title:
_______________________________
GS CAPITAL PARTNERS II
OFFSHORE, L.P.
BY: GS Advisors II (Cayman), L.P.
Its General Partner
BY: GS Advisors II, Inc.
Its General Partner
By: /s/ GS Advisors II, L.P.
________________________________
Title:
_______________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. VERWALTUNGS GmbH
BY: /s/ ▇▇▇▇▇▇▇, Sachs & Co. Verwaltungs, GmbH
__________________________________________
Managing Director
and
__________________________________________
Managing Director
or
Registered Agent
STONE STREET FUND 1997
BY: Stone Street Asset Corp., its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
__________________________________________
Title:
__________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
BY: Stone Street Asset Corp., its managing
general partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
__________________________________________
Title:
__________________________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
BY: Chase Capital Partners,
Its General Partner
By:
______________________________
Title:
_____________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
PREMIER MEDICAL PARTNER FUND, L.P.
BY: Premier Capital Corporation
Its General Partner
By:
______________________________
Title:
_____________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI
_________________________________________
Title:
________________________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: /s/ New Enterprise Associates
________________________________
Title:
_______________________________
CATALYST VENTURES, LIMITED PARTNERSHIP
By: /s/ Catalyst Ventures
________________________________
Title:
_______________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
ONSET ENTERPRISE ASSOCIATES, LIMITED PARTNERSHIP
By: /s/ Onset Enterprise Associates
_________________________________
Title:
________________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
TARGET THERAPEUTICS, INC.
By:
______________________________
Title:
_____________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
ATLAS VENTURE FUND II, L.P.
BY: Atlas Venture Associates II, L.P.
By: /s/ Atlas Venture Fund
______________________________
Title:
_____________________________
ATLAS EUROPE FUND B.V.
By: /s/ Atlas Europe Fund
______________________________
Title:
_____________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Stockholders' Rights Agreement as of the day and year above first
written.
OLYMPIC VENTURE PARTNERS III
By: /s/ Olympic Venture Partners, III
____________________________________
Title:
___________________________________
OVP III ENTREPRENEURS FUND
By: /s/ OVP III Entrepreneurs Fund
____________________________________
Title:
____________________________________
