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EXHIBIT 4.16
INTEGRATED SURGICAL SYSTEMS, INC.
000 XXXXXXX XXXX
XXXXXXXXXX, XXXXXXXXXX 00000
October 29, 1997
International Business Machines Corporation
Xxx Xxxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Series D Preferred Stock and Warrant Purchase
Agreement dated as of December 21, 1995 (the "Series D Agreement") pursuant to
which International Business Machines Incorporated ("IBM") acquired, among other
securities of Integrated Surgical Systems, Inc. ("ISS"), warrants to purchase
shares of the Series D Preferred Stock, par value $.01 per share, of ISS (the
"Series D Warrants").
The shares of the Series D Preferred Stock were automatically converted
into Common Stock on a share for share basis upon consummation of ISS' initial
public offering (the "IPO") on November 26, 1996. As of that date, IBM owned
Series D Warrants to acquire 2,079,584 shares of Series D Preferred Stock,
exercisable at any time on or before December 31, 2005, at an exercise price of
$.01 per share.
This letter amends the Series D Agreement and the Series D Warrants owned
by IBM and confirms our agreement that upon exercise of the Series D Warrants,
IBM or its assigns shall receive such number of shares of Common Stock equal to
the number of shares of Series D Preferred Stock it would otherwise be entitled
to receive if the IPO had not been consummated. IBM or its assigns shall execute
any documents which may be required to reflect the issuance of the Common Stock
in lieu of Series D Preferred. The parties hereto agree that a copy of this
document will be attached to and become part of the Series D Warrants.
If the foregoing accurately reflects the agreement between us, please
countersign a copy of this letter in the space provided below, whereupon this
letter shall constitute an amendment to the Series D Agreement and the Series D
Warrants.
Very truly yours,
/s/Xxxxxx Xxxxxxx
President and Chief Executive Officer
Accepted and Agreed to:
International Business Machines Incorporated
By: /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: Vice President, Corporate
Development and
Real Estate
Date: 10/30/97
