EXHIBIT 10.5
[AUTONOMOUS TECHNOLOGIES LETTERHEAD]
July 22, 1998
Xx. Xxxxxx X. Xxx
OZ Master Fund, Ltd.
Citicorp Center, 00xx Xxxxx
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Re: Amendment to Convertible Stock Purchase Agreement and Registration
Rights Agreement between OZ Master Fund, Ltd. and Autonomous
Technologies Corporation and to the Certificate of Designation of
Convertible Preferred Stock, Series I of Autonomous Technologies
Corporation
Dear Mr. Xxx:
Autonomous Technologies Corporation (the "Company") proposes the following
amendments to the Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement") and the Registration Rights Agreement, both dated April 16, 1998, as
well as to the Certificate of Designation of Convertible Preferred Stock, Series
I of Autonomous Technologies Corporation (the "Certificate of Designation") in
order to (i) extend the date for the Registration Statement to be declared
effective by 45 days, (ii) limit the number of shares of Common Stock into which
the 500 shares of Series I Convertible Preferred Stock (the "Initial Shares")
purchased at the Initial Closing are convertible, (iii) limit the number of
shares of Common Stock into which the 400 shares of Series I Convertible
Preferred Stock (the "Option Shares") purchased at the Option Closing are
convertible, (iv) reflect that the Common Shares into which the Option Shares
are convertible will be separately registered in the event the Option is
exercised, (v) reflect that the 300,000 shares of Common Stock underlying the
Warrant will be separately registered in the event the Option is exercised, and
(vi) extend the time within which the Option must be exercised:
1. In accordance with the provisions of Article 4, Section 4.1(c) of the
Purchase Agreement, such section is amended in its entirety to read:
(c) Underlying Shares Registration Statement. The Underlying Shares
Registration Statement with respect to the Underlying Shares
issuable on conversion of the Initial Shares to be sold hereunder,
shall have been declared effective under the Securities Act by the
Commission or before
August 9, 1998 and shall not be subject to any stop order and
no stop order shall be pending or threatened as of the Initial
Closing Date.
2. Article 4 Section 4.2 of the Purchase Agreement is amended in its
entirety to read:
4.2 Conditions Precedent to Option Closing. The obligation of the
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Purchaser to acquire and pay for the Shares and the Warrant to
be purchased at the Option Closing is subject to the
satisfaction or waiver by the Purchaser, at or before the
Option Closing, of each of the conditions applicable to the
Initial Closing but as of the date of such Option Closing,
provided, however, that the Underlying Shares Registration
Statement with respect to the Underlying Shares issuable on
conversion of the Option Shares and the shares underlying the
Warrant to be sold hereunder, shall have been declared
effective under the Securities Act by the Commission and shall
not be subject to any stop order and no stop order shall be
pending or threatened as of the Option Closing Date.
3. The Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation are hereby amended, wherever appropriate,
to reflect that the Initial Shares are convertible into a maximum of
1,750,000 shares of the Company's Common Stock.
4. The Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation are hereby amended, wherever appropriate,
to reflect that in the event the Option is exercised, the Option
Shares and the Initial Shares, together, are convertible into an
aggregate maximum of 20% of the Company's Common Stock outstanding on
the Initial Closing Date minus one share.
5. The Purchase Agreement and the Registration Rights Agreement are
hereby amended where appropriate, to reflect that, in order to
exercise the Option, and in addition to the other conditions precedent
to the Option Closing that are not inconsistent with the terms found
herein, the Purchaser shall send an irrevocable written notice to the
Company to exercise the Option, subject only to a Registration
Statement for those shares of Common Stock underlying the Option
Shares being declared effective within 60 days of the Company's
receipt of such notice of exercise. Thus, the Company shall file a
second "shelf" Registration Statement for the Registerable Securities
into which the Option Shares are convertible and for the Registerable
Securities underlying the Warrant within 20 days after the Company's
receipt of the irrevocable notice to exercise the Option Shares; and
further, that such Registerable Securities are not to be registered in
that Registration Statement which has been filed with the Commission
registering those Registerable Securities into which the Initial
Shares are convertible. Further, the Company shall use its
commercially reasonable efforts to keep such second "shelf"
Registration Statement effective during the Effectiveness Period in
the same manner and with the same exceptions as the Registration
Statement for the shares underlying the Initial Shares.
6. Section 1.3(iii) The Purchase Agreement is hereby amended in its
entirety to read as follows:
(iii) The Option must be exercised, if at all, by the later of (a)
56 days after the effectiveness of the Registration
Statement on Form S-3 filed for those shares of Common Stock
underlying the Initial Shares or (b) the close of business
on November 10, 1998.
Except as modified herein, the terms and conditions of the Purchase Agreement,
the Registration Rights Agreement and the Certificate of Designation shall
remain in full force and effect.
Autonomous Technologies Corporation
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Chairman of the Board
By signing below, OZ Master Fund, Ltd. agrees to the above amendments to
the Stock Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation.
OZ Master Fund, Ltd.
By: OZ Management, L.L.C.
By: /s/ Xxxxxx X. Xxx
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Name: Xxxxxx X. Xxx
Title: Managing Member
