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EXHIBIT 10.23
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment") is
made as of this 28th day of October, 1994, by and between PIONEER ASSOCIATES
("Pioneer Associates"), and SEAMED CORPORATION, a Delaware corporation (the
"Company"). Unless otherwise defined herein, all capitalized terms shall have
the meanings that are ascribed to them in the Agreement, as defined below.
RECITALS
A. On January 20, 1978, Pioneer Investment Corp. ("Pioneer Investment")
and Xxxx Resources Corporation ("Xxxx") (collectively, the "Purchasers") and
Cynergy, Inc. ("Cynergy") entered into that certain Purchase and Sale Agreement
(the "Agreement"), whereby the Purchasers each purchased a subordinated note in
the principal amount of $62,500 (individually, the "Note") and 142 shares of
Cynergy's common stock (individually, the "Stock"), and were each granted a
warrant for the right to purchase 141 of Cynergy's common stock (individually,
the "Warrant"). Cynergy has since changed its name to SeaMED Corporation and has
declared a 500 for 1 stock split.
X. Xxxx assigned all of its right title and interest in and to its Note,
Stock and Warrant to Pioneer Investment, which subsequently assigned all of its
right title and interest in and to the Xxxx Note, the Xxxx Stock and the Xxxx
Warrant and its Note, Stock and Warrant to Pioneer Associates.
C. The Company has since satisfied in full its obligations under the Xxxx
Note and the Pioneer Investment Note and Pioneer Associates has exercised the
Xxxx Warrant and the Pioneer Investment Warrant.
D. The Company has engaged an investment banking firm, Xxxxx & Company, to
raise an additional $2,000,000 of equity financing through the sale of Class D
Convertible Preferred Stock. The Company shall use the proceeds from such sale
to reduce its outstanding borrowings under its various credit lines, to purchase
equipment and as general working capital.
E. As a shareholder of the Company, Pioneer Associates expects to benefit,
directly and indirectly, from the sale of the preferred stock.
F. In order to facilitate the sale of the preferred stock, the parties
desire to amend the Agreement pursuant to the terms and conditions of this
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
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1. The text of Section 8.14 is deleted in its entirety.
2. The text of Section 8.22 is deleted in its entirety.
3. Section 8.23 is amended and restated as follows:
8.23 Term and Covenants of Agreements. The covenants and agreements
provided in Subsections 8.1 (except the last sentence thereof), 8.2, 8.3,
8.4, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.21 shall remain in effect and be
binding on the Company so long as any amount of the indebtedness evidenced
by the Notes remains unpaid or the Purchasers are stockholders of the
Company. The covenants and agreements provided in the last sentence of
Subsection 8.1 and Subsections 8.5, 8.11, 8.12, 8.13, 8.15, 8.16, 8.17,
8.18, and 8.20 shall remain in effect and binding on the Company only so
long as any amount of the indebtedness evidenced by the Notes remains
unpaid.
4. Except as modified by this Amendment, all provisions of the Agreement
are unchanged and remain in full force and effect and are ratified and confirmed
by the parties hereto.
5. This Amendment may be signed in several counterparts, each of which
shall be deemed an original and all such counterparts together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year first written above.
PIONEER ASSOCIATES
By /s/ R. Xxxxx Xxxx
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Its General Partner
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SEAMED CORPORATION
By /s/ W. Xxxxxx Xxxx
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Its President and CEO
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