EXHIBIT 4
AMENDMENT TO CLASS I WARRANT
THIS AMENDMENT TO THE CLASS I WARRANT TO PURCHASE CLASS A COMMON STOCK
("Amendment") is made and entered into as of the 5th day of June 1998 by and
among Advanced Machine Vision Corporation, a California corporation ("Company")
on the one hand, and Veneer Technology, Inc. (formerly Ventek, Inc.), an Oregon
corporation ("Veneer") and Xxxxxx X. Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx
Xxxxxx and Xxxxxx Xxxxxxxx (collectively, the "Shareholders") on the other hand.
WHEREAS, the Class I Warrant was issued by the Company in connection with
that certain Asset Purchase Agreement dated July 24, 1996 by and among the
Company, Veneer and the Shareholders;
WHEREAS, the parties desire to amend the Class I Warrant to adjust the
number of shares of Class A Common Stock issuable upon exercise of the Class I
Warrant due to the failure of Ventek, Inc. to meet certain sales and earnings
goals set forth in the Class I Warrant;
WHEREAS, it is in the best interests of the parties to adjust such Warrant
to further simplify the Company's capital structure.
NOW THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereby agree as follows:
1. Veneer and the Shareholders represent that they have the legal right to
execute this Amendment.
2. Veneer and the Shareholders have not assigned or pledged in the past,
nor will they in the future assign or pledge, any right, title or
interest in the Class I Warrant or this Amendment.
3. The number of shares of Class A Common Stock issuable pursuant to the
Class I Warrant is changed from 1,000,000 to 250,000.
4. Section 2 of the Class I Warrant is hereby deleted in its entirety.
5. Section 1(d) is amended to read: "`Initial Warrant Exercise Date' shall
mean March 31, 1997."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
ADVANCED MACHINE VISION CORPORATION
By: /s/ Xxxx X. Steel
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Xxxx X. Steel
Vice President, Finance and CFO
VENEER TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxx Xxxxxxx
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Xxxxxx X. Xxx Xxxxxxx
President
SHAREHOLDERS
/s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxx Xxxxxxx
--------------------------------
Xxxxxx X. Xxx Xxxxxxx
