AMENDMENT TO OPTION AGREEMENT
AMENDMENT dated as of May 17, 1999 to the several Option Agreements dated
as of November 16, 1998 (the "Option Agreements") between Q-Med, Inc., a
Delaware corporation (the "Company") and the purchasers (each a "Purchaser" and
collectively the "Purchasers") of an aggregate of 1,926,702 shares of the
Company's Common Stock, $.001 par value ("Common Stock") whose names appear on
Schedule 1 to this Amendment.
WHEREAS, the Company has requested that the Purchasers amend the Option
Agreements to eliminate certain mandatory redemption provisions contained
therein; and
WHEREAS, pursuant to Section 7(g) of the Option Agreements, the Option
Agreements may be amended as to each Purchaser if the Company obtains the
written consent of the holders of not less than the majority of the outstanding
Total Shares (as defined in the Option Agreements); and
WHEREAS, Xxxxx Partners III L.P., which owns the majority of outstanding
Total Shares consents to the Amendment set forth herein but only in
consideration of the issuance, pro rata to the Purchasers in the proportion that
the Shares owned by them respectively bears to the Total Shares (less 59,881
shares owned by Xxxxxxx X. Xxx and Xxxx Xxx, who have waived their right to any
benefit from this Amendment), of an aggregate 290,000 warrants to purchase
shares of Common Stock for $1.67 per share and an aggregate of 200,000 warrants
to purchase shares of the Company's Common Stock for $2.87 per share (the
"Warrants").
NOW THEREFORE, in consideration of the agreements set forth in the
Amendment (defined below) and those contained in the Option Agreements, the
parties agree as follows:
A. CERTAIN DEFINITIONS.
(a) Except as otherwise provided in this agreement, all words and terms
defined in the Option Agreements, have the same meanings in this agreement as
such defined words and terms are given in the Option Agreements.
(b) "Agreement" means the Option Agreements dated November 16, 1998, as
supplemented and amended by this agreement and as from time to time further
supplemented and amended.
(c) "Amendment" means this agreement dated as of May 17, 1999.
(d) From and after the date of this Amendment "Total Shares" as defined in
the Agreement shall mean an aggregate of up to 2,465,624 shares of Common Stock
consisting of 1,926,702 shares issued and sold to the Purchasers on November 16,
1998 and 538,922 shares, when, as and if issued to the Xxxxx Funds upon
conversion of the principal amount of $900,000 of the Notes.
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B. DELETION OF PUT PROVISIONS.
The Option Agreements are amended by deleting Sections 2 and 3 in their
entirety.
C. AMENDMENT TO ANTIDILUTION PROVISIONS.
Section 4(b) of the Option Agreements between the Company and the Xxxxx
Funds is amended by including for purposes of the calculation therein, and the
antidilution protection afforded thereby, shares purchased pursuant to the Stock
Purchase Agreement as well as shares, when, as and if issued to the Xxxxx Funds
upon conversion of the principal amount of $900,000 of the Notes.
D. EFFECT OF ORIGINAL AGREEMENT.
Except as supplemented and amended by this Amendment and such conforming
changes as necessary to reflect the modification herein, all of the provisions
of the Option Agreements shall remain in full force and effect from and after
the effective date of this Amendment.
Q-MED, INC.
By: /s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx, President
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: General Partner
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
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