Exhibit 10.20
AMENDMENT NO. 1
TO
INVESTORS' RIGHTS AGREEMENT
This Amendment No. 1 to Investors' Rights Agreement ("Amendment"), is
entered into as of March 22, 2004 (the "Effective Date") by and among
Specialized Health Products International, Inc., a Delaware corporation (the
"Company"), and the persons identified on the signature page hereto (the
"Initiating Holders").
WHEREAS, the Company, the Initiating Holders and certain other parties
entered into that certain Investors' Rights Agreement as of October 5, 2001 (the
"Investors' Rights Agreement"); and
WHEREAS, the Company and the Initiating Holders desire to amend the
Investors' Rights Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby as
follows:
1. Sections 1.1(j) shall be amended and restated in its
entirety to read as follows:
(j) "Registrable Securities" shall mean (i) shares of Common Stock
issued or issuable pursuant to the conversion of the Shares, (ii)
shares of Common Stock issued or issuable upon exercise of those
certain Warrants issued by the Company to Xxxxx Partners III, L.P.,
Xxxxx Partners International III, L.P. and Xxxxx Employee Fund III,
L.P. (collectively, the "Xxxxx Funds") dated Xxxxx 00, 0000, (xxx) the
shares of Common Stock issued or issuable upon conversion of the
convertible promissory notes which may be issued to the Xxxxx Funds
pursuant to the terms of that certain Purchase Agreement, dated as of
March 22, 2004, by and among the Company and the Xxxxx Funds, and (iv)
any Common Stock issued as a dividend or other distribution with
respect to or in exchange for or in replacement of the shares
referenced in clauses (i)-(iii) above, provided, however, that
Registrable Securities shall not include any shares of Common Stock
which have previously been registered or which have been sold to the
public either pursuant to a registration statement or Rule 144, or
which have been sold in a private transaction in which the transferor's
rights under this Agreement are not assigned.
2. Except as amended hereby, the Investors' Rights Agreement
is hereby ratified and confirmed and shall remain in full force and effect.
3. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
4. This Amendment may be executed in several counterparts,
each of which shall be deemed an original and all such counterparts shall
constitute one and the same instrument which may be sufficiently evidenced by
one counterpart.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the foregoing instrument has been duly executed by
the undersigned as of the date and year first above written.
COMPANY:
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President & CEO
INITIATING HOLDERS:
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., its General Partner
By: Xxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxx
Title:Senior Managing Member
XXXXX PARTNERS INTERNATIONAL III, L.P.
By: Claudius, L.L.C., its General Partner
By: /s/ Xxxxx X. Xxxxxx
----- ----------------------------------------
Name: Xxxxx X. Xxxxxx
Title:Senior Managing Member
XXXXX EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc., its General Partner
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxx
Title:President
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