Exhibit 4.7
AGREEMENT
This Agreement is entered into as of the 30th day of January, 1997, by
and among Rom Tech, Inc., a Pennsylvania corporation (the "Company") and Odyssey
Capital Group, L.P. (the "Investor").
WHEREAS, the Investor has agreed to purchase 100,000 shares of the
Company's Class Two Convertible Preferred Stock (the "Preferred Stock") and
warrants (the "Warrants") for the purchase of 28,000 shares of the Company's
common stock, without par value (the "Common Stock"), for a purchase price of
$100,000 pursuant to a Purchase Agreement of even date herewith by and among the
Company and the Investor (the "Purchase Agreement"); and
WHEREAS, the Company has agreed to certain amendments to the Warrants;
and
WHEREAS, the Company has also agreed to certain amendments to the
Registration Rights Agreement of even date herewith by and among the Company and
the Investor (the "Investor Registration Rights Agreement"); and
NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, and intending to be legally bound hereby, the parties to this
Agreement mutually agree as follows:
1. Amendments to Warrants.
The definition of "Purchase Price" as set forth in Section
1(g) of the Warrant Agreement for the issuance of the Warrants is hereby amended
and restated in its entirety as follows:
"Purchase Price" shall mean, subject to modification and
adjustment as provided in Section 8, the lower of (i) $6.25, or (ii) the Average
Quoted Price (as defined in Section 1(b)(vii) of the Certificate of
Designation), plus $1.25, for the 10 business days immediately preceding the
date on which the Securities and Exchange Commission declares effective the
registration statement filed by the Company under Section 5 of the Securities
Act of 1933, as amended, pursuant to that certain Registration Rights Agreement
of even date herewith by and among the Company and the purchasers of the Class
Two Convertible Preferred Stock, and further subject to the Company's right, in
its sole discretion, to decrease the Purchase Price for a period of not less
than 30 days on not less than 30 days' prior written notice to the Registered
Holder.
2. Amendment to Investor Registration Rights Agreement.
Paragraph 3(a) of the Investor Registration Rights Agreement
is hereby amended and restated in its entirety as follows:
Within 120 days after the Effective Time, the Company shall
file with the SEC under the Securities Act, on Form S-3 or other appropriate or
necessary form, a registration statement under Section 5 of the Securities Act
(together with the documents incorporated by reference therein, the
"Registration Statement") for an offering to be made on a continuous or delayed
basis covering the Registrable Securities held by the Holder; provided, however,
that the Company may defer making such filing for a reasonable period after the
Effective Time (but not in excess of 90 days) if in the good faith judgment of
the Company's Board of Directors such filing would, at such time, (a) require
the disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential, (b) require the providing of information
required by the SEC that at such time the Company would be unable to provide, or
(c) adversely affect active negotiations or planning for a proposed or pending
merger or acquisition. In the event that the Company fails to file the
Registration Statement on or prior to the date that is 120 days after the
Effective Time (the "Registration Deadline"), the Company shall pay to the
Investor an amount equal to ten percent (10%) of the Stated Value (as
hereinafter defined) of the Preferred Stock for each 30-day period after the
Registration Deadline that the Company fails to file the Registration Statement
(the "Filing Penalty"); provided, however, that Company shall be required to pay
such Filing Penalty for no more than one year following the Registration
Deadline, and provided further that if the Company files the Registration
Statement prior to the end of any such 30-day period, the Company shall only be
required to pay a portion of such Filing Penalty based on the number of days
that have elapsed during each such 30-day period. The term "Stated Value" per
share of the Preferred Stock means five dollars ($5.00). All Filing Penalty
payments shall be due and payable at end of each such 30-day period following
the Registration Deadline.
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.
ROM TECH, INC.
By: ________________________________
Name: _____________________________
Title:_____________________________
ODYSSEY CAPITAL GROUP, L.P.
By: Odyssey Capital Group, Inc.
Corporate General Partner
By:________________________________
Xxxx X. Xxxxxx, III
Title:_______________________________
