Exhibit 10.20(b)
FIRST AMENDMENT
TO
WARRANT AGREEMENT
FIRST AMENDMENT TO WARRANT AGREEMENT dated November 21, 1996 (this
"Amendment"), by and among OPHTHALMIC IMAGING SYSTEMS, a California corporation
("ISSUER"), JB OXFORD & COMPANY, a Utah corporation ("JBO") and each of each
purchasers set forth on the signature pages hereto (the "HOLDERS").
PREAMBLE
Issuer and each of the Holders or their assignees are parties to a
Purchase Agreement dated November 21, 1995, pursuant to which the Holders have
purchased 1,368,421 shares of common stock, no par value, per share (the
"SHARES") in the Issuer.
Issuer and JBO are parties to an Investment Banking Agreement, dated
September 7, 1995, pursuant to which JBO has agreed to perform certain
investment banking and consulting services to Issuer;
In order to induce (i) certain of the Holders to enter into the Purchase
Agreement and to purchase the Shares, and (ii) JBO to enter into the Investment
Banking Agreement and perform the investment banking and consulting services
described therein, Issuer executed and delivered that certain Warrant Agreement
dated November 21, 1995 (the "WARRANT AGREEMENT"), pursuant to which Issuer
agreed to issue certain Series A Warrants (as described and provided for
therein) (the "WARRANTS") to certain of the Holders, certain Series B Warrants
(as described and provided for therein) to certain of the Holder, and certain
Series C Warrants (as described and provided for therein) to JBO, each Warrant
being in the amount and type as described on Exhibit B attached thereto.
The unexercised and outstanding Warrants issued under the Warrant
Agreement are set to expire on November 21, 1996 and upon such expiration,
pursuant to the terms and conditions of the Warrant Agreement, the Holders of
the outstanding Warrants will no longer be permitted to exercise the options to
purchase at the stated exercise price that number of Shares subject to the
Warrant.
Inasmuch as the Holders are not currency in a position to exercise their
Warrants at this time, each of the Issuer, JBO, and the Holders, believe that
it is in the best interest of all parties to the Warrant Agreement to amend and
modify the Warrant Agreement in order to extend the Expiration Date (as defined
in the Warrant Agreement) of the Warrants in order to provide additional time
during which the Holders may exercise the options represented by the Warrants
and each of the parties desire to enter into the Amendment for such purposes.
The Warrant Agreement requires any amendment thereto to be consented to
be a majority of all outstanding warrants thereunder, and JBO and the Holders
represent the owners of all of the outstanding warrants, and do consent by
execution to this Amendment.
Accordingly, in consideration of the foregoing premises, and for other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend and modify the Warrant Agreement as
follows:
SECTION 1
AMENDMENT
The meaning ascribed to "EXPIRATION DATE" in the Warrant Agreement, shall
be amended and modified tn its entirety to read as follows:
"EXPIRATION DATE" shall mean (i) in the case of Series A Warrants,
February 19, 1997, (ii) in the case of the Series B Warrants, November
21, 1997 and (iii) in the case of the Series C Warrants, November 21,
1999, or, in each case, is such day is not a Business Day, the next
succeeding Business Day.
SECTION 2
ADJUSTMENT OF EXERCISE PRICE AND
NUMBER OF WARRANT SHARES PURCHASABLE
By execution of this Amendment, each party acknowledges and agrees
neither the modifications agreed to in this Amendment nor anything else
contained herein shall constitute, be treated, or be deemed to operate, as an
event of the type referred to in Section 12 of the Warrant Agreement which
would cause any of the adjustments described in said Section 12 to the Warrant
Agreement.
SECTION 3
WARRANT AGREEMENT
The Warrant Agreement, except as amended and modified in Sections 1 and 2
above, shall remain in full force and effect and the terms and conditions
therein shall govern the relationship between the parties.
SECTION 4
COUNTERPARTS
This Amendment may be executed in any number of counterparts with the
same effect as if all of the parties had signed the same document. All
counterparts shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers, if
applicable, as of the date and year first written above.
OPHTHALMIC IMAGING SYSTEMS JB OXFORD & COMPANY
By:_________________________________ By:_____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name:__________________________
Title: President Title:___________________________
HOLDER:, as tenants by the entirety HOLDER:
OAKWOOD HOLDING LIMITED
___________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D. AND
By:_____________________________
Name:___________________________
___________________________________ Title:___________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
HOLDER: HOLDER:
ALDERSGATE NOMINEES LIMITED HASTINGS OVERSEAS CORP.
By:__________________________________ By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________ Title:___________________________
HOLDER: HOLDER:
HALCYON SECURITIES S.A.
___________________________________
▇▇▇▇▇ ▇▇▇▇▇, M.D.
By:_____________________________
Name:___________________________
HOLDER: Title:___________________________
___________________________________ HOLDER:
▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D.
WOODBURY ENTERPRISES LIMITED
HOLDER: By:_____________________________
Name:___________________________
▇▇▇▇▇▇ FINANCE, LTD. Title:___________________________
By:__________________________________
Name:_______________________________
Title:________________________________
HOLDER: HOLDER:
▇▇▇▇▇▇▇▇ ▇.▇. BAYFORD HOLDINGS CORP.
By:__________________________________ By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________ Title:___________________________
HOLDER: HOLDER:
AMBLER INVESTMENTS LTD. ▇▇▇▇▇▇▇ TRADING S.A.
By:__________________________________ By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________ Title:___________________________
HOLDER: HOLDER:
RIVAGE LIMITED HERMANOS ▇▇▇▇▇▇▇ LTD.
By:__________________________________ By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________ Title:___________________________
HOLDER: HOLDER:
SUNMER SECURITIES, S.A. NCS HOLDING, INC.
By:__________________________________
By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________
Title:___________________________
HOLDER: HOLDER:
▇▇▇▇▇▇ FINANCIAL SERVICES, S.A. FERNDALE OVERSEAS, LTD.
By:__________________________________
By:_____________________________
Name:_______________________________ Name:__________________________
Title:________________________________
Title:___________________________
HOLDER:
▇▇▇▇▇▇ INTERNATIONAL, CORP.
By:_____________________________
Name:__________________________
Title:___________________________
