Exhibit 4.5
FIRST AMENDMENT TO
WARRANTS
This First Amendment (this "AMENDMENT") to Warrants is entered into,
dated and effective as of August 22, 2003, among Stratasys, Inc., a Delaware
corporation (the "COMPANY"), and each purchaser identified on the signature
pages hereto (each, a "PURCHASER" and collectively, the "PURCHASERS").
WHEREAS, the Company and each Purchaser is a party to that certain
Securities Purchase Agreement dated as of August 22, 2003 (the "PURCHASE
AGREEMENT");
WHEREAS, pursuant to the Purchase Agreement the Company issued to each
Purchaser a Warrant (each a "Warrant" and collectively the "Warrants"); and
WHEREAS, the Company and the Purchasers desire to amend each of the
Warrants as set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
to amend each of the Warrants as follows:
1. Section 11(b) of each of the Warrants is hereby amended and restated
as follows:
(b) Notwithstanding anything to the contrary
contained herein, the maximum number of shares of Common Stock
that the Company shall be required to issue pursuant to the
Transaction Documents equals 345,000 shares, as adjusted for
any stock split, subdivision, dividend or distribution payable
in shares of Common Stock (or other securities or rights
convertible into, or entitling the holder thereof to receive
directly or indirectly shares of Common Stock), reverse stock
split, combination or other similar recapitalization or event
occurring after August 22, 2003 (the "Issuable Maximum"). If,
at the time any Holder requests an exercise of any of the
Warrants, the Actual Minimum exceeds the Issuable Maximum,
then the Company shall issue to the Holder requesting such
exercise or conversion a number of shares of Common Stock not
exceeding such Holder's pro-rata portion of the Issuable
Maximum (based on such Holder's share (vis-a-vis other
Holders) of the aggregate purchase price paid under the
Purchase Agreement and taking into account any Underlying
Shares previously issued to such Holder), this Warrant shall
terminate with respect to such Holder, and the Company shall
have no further obligations to issue shares of Common Stock or
otherwise under this Warrant. For the purposes hereof, "Actual
Minimum" shall mean, as of any date, the maximum aggregate
number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction
Documents, including any Underlying Shares issuable upon
exercise in full of all Warrants, without giving effect to any
limits on the number of shares of Common Stock that may be
owned by a Holder at any one time.
3. None of the Purchasers has transferred any interest in the Warrant
issued to it under the Agreement. The Company shall as soon as possible, and in
any event within 3 days of the date hereof, issue to each Purchaser a
replacement warrant reflecting the amendment set forth in this Amendment.
4. The Agreement and each of the Warrants, as amended by this
Amendment, shall continue to be and shall remain in full force and effect in
accordance with their respective terms.
5. This Amendment may be executed by facsimile in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Warrants to be duly executed by their respective authorized signatories
as of the date first indicated above.
STRATASYS, INC.
By: /s/ S. Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: CEO
CRANSHIRE CAPITAL, L.P.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: President - Downsview Capital
The General Partner
SMITHFIELD FIDUCIARY LLC
By: /s/ Xxxx X. Chill
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Name: Xxxx X. Chill
Title: Authorized Signatory
