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Exhibit 10.1
STRATASYS, INC.
00000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000-2020
Telephone (000) 000-0000
Facsimile (000) 000-0000
September 30, 1998
To the Holders of Warrants listed on
Schedule A attached hereto
c/o Archery Capital, LLC
000 Xxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Mr. Xxxxxx Xxxxx
RE: PURCHASE OF WARRANTS
Dear Erinch:
This letter will confirm the terms of the purchase by Stratasys, Inc.,
a Delaware corporation (the "Company"), of warrants to purchase the number of
shares of the Company's Common Stock, $.01 par value, expiring on October 31,
2000, specified on Schedule A hereto (the "Warrants") from the holders thereof
listed on Schedule A hereto (the "Holders") for the purchase price set forth on
Schedule A hereto (the "Purchase Price").
1. Purchase and Delivery of Warrants; Payment of Purchase Price.
(a) Concurrently with the execution and delivery of this Agreement, the
Company is hereby purchasing from each Holder, and each Holder is hereby selling
to the Company, the number of Warrants listed on Schedule A hereto for the
Purchase Price specified on Schedule A hereto.
(b) Promptly after the execution and delivery of this Agreement, each
Holder shall deliver the Certificate or Certificates representing the Warrants
by hand delivery to the Company, c/o Snow Xxxxxx Xxxxxx P.C., 25th Floor, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxx Xxxxxx, Esq.
(c) Concurrently with the execution and delivery of this Agreement, the
Company is paying the aggregate Purchase Price to the Holders by wire transfer
of immediately available funds in accordance with the wire transfer instructions
given by the Holders as set forth on Schedule B hereto.
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2. Representations and Warranties of the Holders.
Each Holder hereby represents and warrants to the Company that:
(a) The execution, delivery and performance of this Agreement by such
Xxxxxx has been duly authorized by all action necessary under such Holder's
partnership agreement and applicable law.
(b) Such Holder has the full right, power, and authority to enter into
this Agreement, to perform the terms hereof, and to transfer and deliver the
Warrants to the Company.
(c) This Agreement has been duly executed on behalf of such Xxxxxx, and
the sale and transfer of the Warrants by such Holder to the Company and the
execution and delivery of this Agreement constitute the valid and binding acts
and obligations of such Holder, enforceable against such Holder in accordance
with their respective terms.
(d) Such Holder has valid title to the Warrants being sold by it, and
there is no impediment to the sale and assignment of such Warrants to the
Company; and upon payment of the Purchase Price therefor, the Company will
acquire legal title to and ownership of such Warrants free and clear of all
liens, charges, pledges and encumbrances of any nature whatsoever.
(e) Such Holder has had the opportunity to question and has questioned,
to the extent it has deemed necessary or appropriate, representatives of the
Company so as to receive answers to such questions and to verify information
obtained in such Xxxxxx's examination of the Company in connection with such
Xxxxxx's sale of Warrants hereunder.
(f) No oral or written representation have been made to such Holder in
connection with its sale of Warrants hereunder that were in any way inconsistent
with the information reviewed by such Holder; and no representations or
warranties of any type or description have been made to such Holder by any
person with regard to the Company, its business, properties or prospects, or the
sale of the Warrants other than as set forth herein.
(g) As a result of its investment in the Company and its examination of
all available information regarding the Company, such Holder acknowledges that
it is fully familiar with the business, affairs and financial condition of the
Company and is fully capable of evaluating the merits and risks of the sale of
the Warrants hereunder.
3. Representations and Warranties of the Company.
The Company hereby represents and warrants to each Holder that:
(a) The execution, delivery and performance of this Agreement by the
Company has been duly authorized by all necessary corporate action.
(b) The Company has the full right, power, and authority to enter into
this Agreement,
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to perform the terms hereof, and to purchase the Warrants from the Holders.
(c) This Agreement has been duly executed on behalf of the Company, and
the purchase of the Warrants by the Company from the Holders and the execution
and delivery of this Agreement constitute the valid and binding acts and
obligations of the Company, enforceable against the Company in accordance with
their respective terms.
4. Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding
between the parties hereto regarding the subject matter hereof and supersedes
all prior agreements and understandings relating to such subject matter. No
provision of this Agreement may be amended, modified or waived except by a
writing signed by all parties hereto.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the state of New York applicable to contracts negotiated,
executed and to be performed in that state, without regard to the conflicts of
law principles of that state.
If the foregoing accurately sets forth the terms of our agreement with
respect to the subject
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matter hereof, please so indicate by signing the enclosed copy of this letter
and returning it to the undersigned.
Very truly yours,
STRATASYS, INC.
By: /s/ X. Xxxxx Xxxxx
X. Xxxxx Xxxxx
President
Accepted and agreed:
PHAROS FUND LIMITED
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
PHAROS GENESIS FUND LIMITED
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
LIGHTHOUSE PARTNERS USA, LP
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
LIGHTHOUSE GENESIS PARTNERS USA, LP
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
