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EXHIBIT 4.1
Amendment No. 1 to Public Relations Warrant Agreement
and
Warrant Certificate
AMENDMENT NO. 1 dated October 30, 1999, to Public Relations Warrant
Agreement (the "Warrant Agreement") dated April 18, 1997 by and between
Matritech, Inc., a Delaware corporation (the "Company") and Sunrise Financial
Group, Inc. ("Sunrise") and to the corresponding Warrant Certificate No. PRW-1
(the "Warrant Certificate," together with the Warrant Agreement, the "Warrant").
The parties hereto, in consideration of the premises and agreements
herein contained and intending to be legally bound hereby, agree as follows:
1. The Warrant Price (as such term is defined in both the Warrant
Agreement and the Warrant Certificate) is hereby reduced from
six dollars and fifty cents ($6.50) to two dollars and fifty
cents ($2.50).
2. Section 3(b) of the Warrant Agreement and the last sentence of
the second paragraph of the Warrant Certificate are deleted in
their entirety, and accordingly, from the date hereof the
Warrant may only be exercised by payment of the Warrant Price
in cash or by certified or cashier's check.
3. Sunrise and Xxxxxx Low acknowledge that the Warrant and the
securities issuable upon exercise of the Warrant have not been
registered under the United States Securities Act of 1933, as
amended (the "Act"), and as such may not be sold, assigned,
exchanged, hypothecated or otherwise transferred without
registration of such securities under the Act or compliance
with an exemption therefrom.
4. The Company agrees to file as soon as practicable, but in no
event later than 45 days from the date hereof, a registration
statement on Form S-3 with the Securities and Exchange
Commission registering the resale of all of the securities
underlying the Warrant.
5. This Amendment No. 1 may be signed in multiple counterparts,
each of which shall be deemed an original, but all taken
together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have caused the Amendment No. 1 to be
duly executed as of the day and year first above written.
MATRITECH, INC. SUNRISE FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Low
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Xxxxxxx X. Xxxxx Xxxxxx Low
Chairman and Chief Executive
Officer
/s/ Xxxxxx Low
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XXXXXX LOW
