EXHIBIT 10.24
AMENDMENT TO WARRANT
TO PURCHASE 100,000 SHARES OF
SERIES A PREFERRED STOCK
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This Amendment to Warrant to Purchase 100,000 Shares of Series A Preferred
Stock (the "Amendment") is entered into as of September 5, 1997, by and between
MMC/GATX Partnership No 1 (the "Partnership") and Integrated Packaging Assembly
Corporation ("IPAC").
RECITALS
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A. IPAC issued to the Partnership a Warrant to Purchase 100,000 Shares of
Series A Preferred Stock (the "Warrant"). The parties desire to amend the
Warrant in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Notwithstanding the provisions relating to expiration under Section 1
of the Warrant, the term of the Warrant shall continue until September 9, 2004,
and the Warrant shall expire and the terms thereof and hereof shall terminate
unless exercised on or prior to 5:00 p.m. (California time) on such date.
2. Section 4(c) of the Warrant is amended in its entirety to read as
follows:
"(c) Stock Dividends and Other Distributions. If the Company at any
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time while this Warrant is outstanding and unexpired shall (i) pay a
dividend with respect to Common Stock payable in Common Stock, or (ii)
make any other distribution of Common Stock with respect to Common
Stock which does not require the holder to pay any consideration prior
to receiving such distribution of Common Stock (except any
distribution specifically provided for in Sections 4(a) and 4(b)),
then the Warrant Price shall be adjusted, from and after the date such
dividend or distribution becomes effective, to that price determined
by multiplying the Warrant Price in effect immediately prior to such
date of determination by a fraction (i) the numerator of which shall
be the total number of shares of Common Stock outstanding immediately
prior to such dividend or distribution, and (ii) the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately after such dividend or distribution."
3. Section 10.1 of the Warrant is amended in its entirety to read as
follows:
10.1 [INTENTIONALLY OMITTED.]
4. Section 22 of the Warrant is amended in its entirety to read as
follows:
22. [INTENTIONALLY OMITTED.]
5. Unless otherwise defined, all capitalized terms in this Amendment
shall be as defined in the Agreement. Except as amended, the Agreement remains
in full force and effect.
6. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
INTEGRATED PACKAGING ASSEMBLY CORPORATION
By:
___________________________________________
Name:
___________________________________________
Title:
___________________________________________
MMC/GATX PARTNERSHIP NO. 1
By: Xxxxx Xxxxxxxx & Company,
as General Partner
By:
___________________________________________
Name:
___________________________________________
Title:
___________________________________________
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
INTEGRATED PACKAGING ASSEMBLY CORPORATION
By:
___________________________________________
Name:
___________________________________________
Title:
___________________________________________
MMC/GATX PARTNERSHIP NO. 1
By: Xxxxx Xxxxxxxx & Company,
as General Partner
By:
___________________________________________
Name:
___________________________________________
Title: Secretary
___________________________________________
