EXHIBIT 10.2
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AMENDMENT TO SIRROM/MERGE AGREEMENT
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FIRST AMENDMENT dated this 29th day of May, 1998 amending that
certain agreement dated as of October 30, 1997 ("Agreement"), by and
between Sirrom Funding Corporation ("Lender") and Merge Technologies
Incorporated, a Wisconsin corporation ("Merge"). Capitalized terms used
herein and not otherwise defined shall have the same meaning as set forth
in the Agreement.
RECITALS
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A. Lender loaned $2,000,000 to Merge and in connection with such
loan obtained a warrant to purchase up to 145,256 shares of Merge's Common
Stock for nominal consideration.
B. The Agreement provides among other things for the reduction in
the number of shares purchasable per the warrant to 108,942 shares ("Lender
Shares"), payment of a termination fee and for Merge to submit a
registration statement for the registration of the Lender Shares, and use
its best efforts to cause such registration statement to be declared
effective, no earlier than 180 days following the initial closing of the
initial public offering of the IPO of Merge's common stock.
C. The Closing Date of the IPO was February 3, 1998 and Merge has
met its obligations to date under the Agreement. The parties are desirous
of extending the dates for the registration of the Lender Shares as set
forth below.
NOW THEREFORE, in consideration of the premises herein, payment of
$1.00 from Merge to Lender, receipt of which is acknowledged, and other
good and valuable consideration, the parties agree that the first sentence
of Section 2d of the Agreement is amended and restated as follows:
The Borrower shall file a registration statement under Form SB-2 no
later than 165 days following the Closing Date, to register the Lender
Shares and shall use its best efforts to cause such registration statement
to be declared effective as quickly as possible, but in no event prior to
180 days following the Closing Date, and Lender further agrees to not sell,
pledge, encumber or otherwise dispose of any of its Lender Shares or its
interest in the Warrant or in any rights in said securities for a period of
180 days following the Closing Date.
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment as of the date first set forth above.
SIRROM FUNDING CORPORATION MERGE TECHNOLOGIES INCORPORATED
By: /S/ Xxxx Xxxxxx
Its: Vice President /S/ Xxxxxxx X. Xxxxxxxxx, President
SIRROM CAPITAL CORPORATION
By: /S/ Xxxx Xxxxxx, Vice President
