EXHIBIT 10.1
STOCK PURCHASE WARRANT EXCHANGE AGREEMENT
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THIS AGREEMENT is made this 14th day of January, 1999 (the "Agreement"),
by and between Autonomous Technologies Corporation ("Autonomous") and OZ Master
Fund, Ltd. ("OZ").
Background of this Agreement
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Autonomous has entered into a merger agreement with Summit Technology,
Inc. ("Summit") and a subsidiary of Summit, whereby Autonomous will be acquired
by Summit (the "Merger").
OZ is this day acquiring 400 shares of Series I convertible preferred
stock and a stock purchase warrant for 300,000 shares of Autonomous common stock
with an exercise price of $6.17 per share and a term of two years (the
"Warrant").
In the event the Merger occurs, Autonomous desires to exchange 100,000
shares of Autonomous common stock (the "Autonomous Shares") for the Warrant
immediately prior to the closing of the Merger and OZ is willing to make this
exchange on the terms and conditions set forth in this agreement.
AGREEMENT
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OZ and Autonomous agree as follows:
1. The conditions precedent to the exchange. The exchange of the
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Autonomous Shares for the Warrant is subject to the following conditions
precedent:
a. Summit shall have consented to the execution of this Agreement,
and
b. All conditions precedent to the closing of the Merger shall
have been satisfied or waived.
2. Exchange of stock for the Warrant. Immediately upon satisfaction of
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the conditions set forth in Section I of this Agreement and prior to the closing
of the Merger, Autonomous will issue and deliver to OZ the Autonomous Shares in
exchange for the Warrant.
3. Restricted stock. OZ understands and acknowledges that the issuance
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of the Autonomous Shares will not be registered under the Securities Act of 1933
or the securities laws of any state and that OZ will be able to transfer, sell
or otherwise dispose of the Autonomous Shares only in one or more transactions
registered under the Securities Act of 1933 and, where applicable, such state
laws or as to which an exemption from such registration requirements is
available. OZ acknowledges that it shall have no right to require Autonomous or
Summit to cause the registration of the Autonomous Shares. OZ further
understands and agrees that the stock certificate representing the Autonomous
Shares shall contain the customary legend prohibiting the transfer or sale of
the Autonomous Shares except in a transaction exempt from registration or
pursuant to an effective registration statement. OZ represents to Autonomous
that OZ is an accredited investor within the meaning of Rule 501 promulgated
under the Securities Act of 1933, as amended.
4. Termination date. In the event that the Merger has not been
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effectuated prior to 5:00 p.m., New York time, March 31, 1998, or 30 days from
such date if extended by Summit Technology, Inc. pursuant to the terms of the
Merger agreement, this Agreement shall terminate and have no further effect.
5. Entire agreement, no amendments unless in writing. This Agreement
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constitutes the entire agreement between OZ and Autonomous regarding the matters
contained in this Agreement. This Agreement may not be modified except by an
instrument in writing signed by both parties and consented to in writing by
Summit.
AUTONOMOUS TECHNOLOGIES CORPORATION
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chairman, President and
Chief Executive Officer
OZ MASTER FUND, LTD.
By: /s/ Xxxxxx X. Och
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Its: Managing Member
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Summit Consent
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Pursuant to Section 4.1 of the Merger Agreement, Summit consents to
Autonomous entering into this Agreement.
SUMMIT TECHNOLOGY, INC.
By: /s/ Xxxxxx Xxxxx
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Its: Executive Vice President, Chief
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Financial Officer and Treasurer
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Date: January 14, 1999
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