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EXHIBIT 10.24
FIRST AMENDMENT TO WARRANT
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This First Amendment to Warrant (this or the "First Amendment") dated as of
April 9, 1997, by and between Triton Systems, Inc., a Mississippi corporation
(the "Company"), and F.S.C. Corp., for itself and its registered assigns
(hereinafter called the "Holder").
WHEREAS, on January 24, 1997, the Company issued to the Holder a warrant
(the "Original Warrant") to purchase 32,109 fully paid and non-assessable shares
of Common Stock at a price of Eleven Dollars ($11.00) per Warrant Share, plus
the Additional Number of Warrant Shares subject to adjustment as provided in the
Original Warrant; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant by
attaching this First Amendment and making this First Amendment a part of the
Original Warrant.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder hereby
agree as follows:
1. ATTACHMENT. This Addendum shall be attached to and shall become part of
the Original Warrant.
2. AMENDMENT. The Original Warrant is hereby amended as follows:
A. DEFINITIONS
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(1) The definition of "Company's IPO" is hereby amended by
deleting such definition in its entirety and hereby
inserting the following in lieu thereof:
"`Company's IPO' means that the Company has completed an
initial Public Offering of its Common Stock by registering
shares of Common Stock with the Securities and Exchange
Commission and raised, by selling a sufficient number of
shares so registered, a minimum amount of Twenty Million
Dollars ($20,000,000.00) and the Company has received, in
good funds, such Twenty Million Dollars ($20,000,000.00) of
proceeds."
(2) The definition of "Credit Agreement" is hereby amended by
deleting such definition in its entirety and hereby
inserting the following in lieu thereof:
"`Credit Agreement' means that certain Credit Agreement
dated as September 26, 1996, as amended by First Amendment
to Credit Agreement dated as of January 24, 1997, as further
amended by Second Amendment to Credit Agreement dated as of
April 9, 1997
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as may be further amended, supplemented, recast or modified
from time to time, between The First National Bank of Boston
and the Company."
(3) The definition of "Purchase Price" is hereby amended by
deleting the reference to Eleven Dollars ($11.00) set forth
in the second line thereof and hereby inserting the
following in lieu thereof: "the initial public offering
price per share of Common Stock offered to the public in the
initial Public Offering."
(4) The definition of "Warrants" is hereby deleted in its
entirety and replaced by the following definition:
"`Warrants' means this Warrant, as amended by that certain
First Amendment to Warrant, dated as of April 9, 1997, and
the Additional Number of Warrant Shares which may be issued
hereunder,"
3. REFERENCE TO AND EFFECT ON THE ORIGINAL WARRANT. From and after the date
of this First Amendment to Warrant, each reference in the Original Warrant to
"herein," "hereof," "hereby," or words of like import referring to the Original
Warrant and each reference in any other document to the "Warrant," "therein,"
"thereof," "thereby" or words of like import referring to the Original Warrant
shall mean and shall be deemed to be a reference to the Original Warrant as
supplemented and amended by this First Amendment to Warrant. Except as
specifically set forth above, the Original Warrant remains in full force and
effect and is hereby ratified and confirmed.
4. MISCELLANEOUS. Capitalized terms not otherwise defined in this First
Amendment to Warrant shall have the meaning given such terms in the Original
Warrant. This First Amendment to Warrant may be executed in counterparts with
the same effect as if the signatures thereto were on the same instrument and all
such counterparts taken together shall constitute but one and the same
instrument. The headings in this First Amendment to Warrant are reference
purposes only and shall not limit or otherwise affect the meaning hereof. This
First Amendment to Warrant shall be governed and construed in accordance with
the laws of the State of Mississippi, without regard to the conflicts of laws
provisions thereof.
[END OF PAGE]
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[SIGNATURE PAGE TO FIRST AMENDMENT TO WARRANT]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Warrant to be executed by the respective officers thereunto duly authorized as
of the date first above written.
WITNESS: TRITON SYSTEMS, INC.
/s/ Xxxxx X. Xxx By: /s/ Xxxxxxx X. Baudrowski
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Name: Xxxxxxx X. Baudrowski
Title: Chief Financial Officer
WITNESS: F.S.C. CORP.
By:
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Name:
Title:
