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Exhibit 4.1
SECOND AMENDMENT TO WARRANT AGREEMENT
This Second Amendment to Warrant Agreement (the "Second Amendment") is
effective as of this ___ day of July, 1997, by and between Medical Technology
Systems, Inc., a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company, as Warrant Agent (the "Warrant Agent").
BACKGROUND
The Company originally entered into a Warrant Agreement with the
Warrant Agent in connection with a public offering of the Company's securities
pursuant to a prospectus dated July 17, 1991. On July 2, 1996, the parties
executed an Amendment to Warrant Agreement (the "Amendment") that extended to
July 17, 1997 from July 17, 1996 the expiration date of the warrants to
purchase shares of the Company's common stock (the "Warrants"). The parties
desire to amend the Warrant Agreement and the Amendment for purposes of further
extending the expiration date of the Warrants.
Therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
TERMS
1. Expiration Date of Warrants. The Warrant Expiration Date is
hereby extended to July 17, 1998 from July 17, 1997.
2. No Other Effect. Except as specifically set forth above, this
instrument shall not affect the rights of the parties under the Warrant
Agreement or the Amendment.
3. Counterparts, Amendment, and Construction. This instrument:
(a) may be executed in two or more counterparts, each of which shall be deemed
an original, and all of which together shall constitute one instrument; (b)
cannot be amended, modified, or supplemented in any respect except by a
subsequent written agreement entered into by all the parties to this Second
Amendment; and (c) shall be construed and enforced in accordance with the laws
of Florida.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment
effective as of the date first written above.
MEDICAL TECHNOLOGY SYSTEMS, INC.
By:
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Xxxxxxx X. Xxxxxx, Vice President
and Chief Financial Officer
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By:
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Authorized Officer
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