Modification of Section 4 a. The language contained in the parentheticals appearing in the third and fourth lines of Section 4.1(a)(vii) of the Agreement hereby is amended and restated in its entirety as follows: (except for grants, in amounts consistent with past practice, made to employees prior to March 28, 1997, and except for new-hire grants, in amounts consistent with past practice, made to newly hired employees to whom offers of employment were made prior to March 28, 1997, as set forth in Section 4.1 of the Company Disclosure Schedule).
b. Clause (B) of Section 4.1(a)(xi) of the Agreement hereby is amended and restated in its entirety to read as follows:
Modification of Section 4. The second sentence of Section 4.2 hereby is amended and restated in its entirety to read as follows: Parent will, as promptly as practicable, but in all events not later than April 4, 1997, prepare and file with the SEC the S-4, containing a proxy statement/prospectus and form of proxy, for the registration under the Securities Act of the shares of Parent Common Stock issuable in the Merger.
Modification of Section 4. 3. a. The first sentence of Section 4.3(a) of the Agreement hereby is amended by deleting clause (ii) appearing in the proviso such that the proviso reads in its entirety as follows: ; provided, however, that nothing in this Agreement shall prohibit the Company Board from complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal.
Modification of Section 4. 12. The first paragraph of Section 4.12 of the Indenture is hereby amended so as to delete the words “which are Guarantors,” such that the first paragraph of Section 4.12 of the Indenture shall provide as follows (deletion added):
Modification of Section 4. 09(b)(xiv)(1). The text of Section 4.09(b)(xiv)(1) of the Initial Indenture is deleted in its entirety and replaced with the following:
(1) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) and, if such Indebtedness is Senior Indebtedness, the Senior Debt Ratio would be no greater than 4.00:1.00, or”
Modification of Section 4. 4. Section 4.4 of the Indenture shall be amended as follows:
(a) by adding the following proviso immediately before the semicolon in Section 4.4(a)(C)(i): “, provided that, for the purposes of calculating the amount of any Restricted Payment that may be made following the first Qualifying IPO, Consolidated Net Income (or deficit in Consolidated Net Income) for any period shall not be taken into account if, at the time of the proposed Restricted Payment, the Senior Secured Credit Agreement has been repaid and/or refinanced on the terms set out in proviso (ii) of Section 4.4(c)(10)”;
(b) by deleting subclause (10) of Section 4.4(c) and replacing it with a new subclause (10) which shall provide as follows:
Modification of Section 4. 2 (4). Section 4.2 (4) of the Original Loan Agreement is modified as of, from and after the First Amendment Effective Date to read as follows: "
Modification of Section 4. 4. Section 4.4 of the Indenture shall be amended as follows:
(a) by adding “(a)” immediately after the words “Limitation on Restricted Payments.” and immediately before the word “The” at the beginning of Section 4.4;
(b) by adding the following proviso immediately before the semicolon in Section 4.4(a)(C)(i): “, provided that, for the purposes of calculating the amount of any Restricted Payment that may be made following the first Qualifying IPO, Consolidated Net Income (or deficit in Consolidated Net Income) for any period shall not be taken into account if, at the time of the proposed Restricted Payment, the Senior Secured Credit Agreement has been repaid and/or refinanced on the terms set out in proviso (ii) of Section 4.4(c)(10)”;
(c) by deleting subclause (10) of Section 4.4(c) and replacing it with a new subclause (10) which shall provide as follows:
Modification of Section 4. 8. Section 4.8 of the Agreement hereby is amended to add at the end thereof the following: Parent has committed to the investigative staff of the FTC and hereby agrees that it will extend an offer to Angeion Corporation ("Angeion") to enter into a cross-license agreement, in the form of the cross-license agreement furnished on March 28, 1997 by counsel to Parent to counsel to the Company. On the basis of this commitment by Parent, Parent has been informed by the investigative staff of the FTC that it has prepared and transmitted a memorandum closing its investigation of the Merger to the FTC Commissioners.
Modification of Section 4. 1. Section 4.1 of the Employment Agreement, which had been modified on May 8, 2015, shall be further modified to also include the following language at the end of the first sentence of Section 4.1 ending with “Salary.)”: “Upon the Company’s raising not less than $6,000,000 in the aggregate from sales of its securities subsequent to the date of this Second Amendment (the “Triggering Event”), the Base Salary under this Agreement shall automatically increase upon the occurrence of the Triggering event from $210,000 per annum to $240,000 per annum.”
