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EXHIBIT 10.13
THIRD AMENDMENT
to
WARRANT PURCHASE AGREEMENT
THIRD AMENDMENT TO WARRANT PURCHASE AGREEMENT (the "Third Amendment")
made as of October 4, 1994, by and among Ultrak, Inc., a Colorado corporation
(the "Company"), Xxxxxx X. Xxxxxx (the "Shareholder"), and Petrus Fund, L.P., a
Texas limited partnership (the "Purchaser").
R E C I T A L S
1. Purchaser, Shareholder and the Company have made and entered
into that certain Warrant Purchase Agreement dated July 20, 1992 (as amended,
the "Warrant Purchase Agreement"), as amended by that certain First Amendment
to Warrant Purchase Agreement (the "First Amendment") dated November 30, 1992,
and as further amended by that certain Second Amendment to Warrant Purchase
Agreement (the "Second Amendment") dated October 4, 1993, pursuant to which the
Company issued to Purchaser a warrant to purchase an aggregate of Nine Hundred
Twenty-Eight Thousand Five Hundred Seventy-One (928,571) shares of Common
Stock, in accordance with the terms and conditions of the Warrant Purchase
Agreement and pursuant to the provisions set forth therein.
2. On or about December 28, 1993, the Company effected a "reverse
stock split", pursuant to which six (6) shares of its stock were converted to
one (1) share of its stock. After giving effect to the "reverse stock split",
the number of shares of Common Stock covered by the Warrant Purchase Agreement
is One Hundred Fifty-Four Thousand Seven Hundred Sixty-Two (154,762).
3. Purchaser and the Company desire to amend the Warrant Purchase
Agreement to (a) increase the number of shares of Common Stock covered by the
Warrant Purchase Agreement from One Hundred Fifty-Four Thousand Seven Hundred
Sixty-Two (154,762) to Two Hundred Thousand (200,000), (b) decrease the
Exercise Price from $9.00 per share to $8.00 per share, and (c) modify certain
other provisions pertaining to the Warrant.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained in this Third Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Purchaser, the Shareholder, and the Company, intending to be legally bound,
agree as follows:
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WARRANT PURCHASE AGREEMENT--Page 1
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Article I
Definitions
As used in this Third Amendment, capitalized terms not otherwise
defined in this Third Amendment shall have the meanings given them in the
Warrant Purchase Agreement.
Article II
Amendments
2.01. Amendment to Warrant. Section 2.01 of the Warrant Purchase
Agreement is amended and restated hereby to read in full as follows:
"2.01 The Warrant. On the Closing Date, Purchaser agrees
to purchase from the Company at an aggregate total purchase price of
ten dollars ($10.00), and the Company agrees to issue to Purchaser, a
warrant in substantially the form ofExhibit A attached hereto and
incorporated herein (collectively, the "Warrant"), to purchase an
aggregate of Two Hundred Thousand (200,000) shares of Common Stock,
all in accordance with the terms and conditions of this Agreement and
pursuant to the provisions set forth below."
2.02. Amendment to Exercise Price. Section 2.03 of the Warrant
Purchase Agreement is amended and restated hereby to read in full as follows:
"2.03 Exercise Price. The Exercise Price per share will be
Eight Dollars ($8.00) for each share of Common Stock covered by the
Warrant; provided, however, that in no event will the aggregate
Exercise Price for all of the shares of Common Stock covered by the
Warrant exceed $1,600,000.00, except in the case of adjustment
pursuant toSection 2.03(b) or Section 3.03(d), whether as a result of
any change in the par value of the Common Stock or as a result of any
change in the number of shares purchasable as provided in thisArticle
II or otherwise; and provided, further, that such limitation on the
aggregate Exercise Price will have no effect whatsoever upon the
number of shares of Common Stock for which this Warrant may be
exercised."
2.03. Amendment to Adjustments to Number of Shares Purchasable. The
preamble to Section 3.03(a) of the Warrant Purchase Agreement is amended hereby
to read in full as follows, in order to reflect the effect of the reverse stock
split:
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WARRANT PURCHASE AGREEMENT--Page 2
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"(a) The Warrant will be exercisable for the number of
shares of Common Stock in such manner that following the complete and
full exercise of the Warrant the amount of Common Stock issued to the
Holder will equal, to the nearest whole share, Two Hundred Thousand
(200,000) shares of Common Stock, as adjusted, to the extent
necessary, to give effect to the following events:".
2.04. Amendment to Representation and Warranty Regarding Authorized
Capital Stock. Section 7.01 of the Warrant Purchase Agreement is amended
hereby adding the following subsection (i), immediately following Subsection
7.01(h):
"(i) As of September 30, 1994, the Company's authorized
capital stock consists of 20,000,000 shares of common stock, without
par value, of which 6,538,352 shares are issued and outstanding and
200,000 shares of Common Stock are reserved for issuance on exercise
of the Warrant. The number of shares issued since September 30, 1994
is not material. All such issued and outstanding shares have been
duly authorized and validly issued, are fully paid and nonassessable,
and have been offered, issued, sold, and delivered by the Company free
from preemptive or similar rights and in compliance with applicable
federal and state securities laws. Except (i) pursuant to this
Agreement, (ii) except for the Permitted Stock, and (iii) except as
set forth in Schedule II to the Loan Agreement on the date of this
Agreement, the Company is not obligated to issue or sell any Capital
Stock."
2.05. Amendment to Form of Warrant. Exhibit A of the Warrant
Purchase Agreement is amended, restated and replaced hereby to read in full as
set forth on Exhibit A-3 attached hereto and made a part hereof.
Article III
Miscellaneous
Except as specifically amended hereby, the Warrant Purchase Agreement
remains in full force and effect.
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WARRANT PURCHASE AGREEMENT--Page 3
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IN WITNESS WHEREOF, the parties have executed and delivered this Third
Amendment as of the date first above written.
PETRUS FUND, L.P.
By: Xxxxx Investments, Inc.
its General Partner
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx,
President
ULTRAK, INC.
By: /s/ XXX X. XXXXX
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Xxx X. Xxxxx
Chief Financial Officer
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Individually
Exhibit:
A-3 - Warrant
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WARRANT PURCHASE AGREEMENT--Page 4