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Exhibit 10.16
UroQuest Corporation
00000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
September 30, 1996
Warburg, Xxxxxx Investors, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Vertical Fund Associates, L.P.
00 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Xxxxxxx X. Xxxxx, Xx., M.D.
c/o UroQuest Corporation
00000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Right of First Refusal and Co-Sale
Agreement, dated as of June 15, 1995 ("Agreement"), among Warburg, Xxxxxx
Investors, L.P. ("Warburg"), Vertical Fund Associates, L.P. ("Vertical"),
Xxxxxxx X. Xxxxx, Xx., M.D. ("Xxxxx") and UroQuest Corporation (the "Company").
Capitalized terms used but not defined herein shall have the meaning assigned
to such terms in the Agreement.
Warburg, Vertical, Xxxxx and the Company hereby agree that the
Agreement is hereby amended by deleting Section 1(b) of the Agreement in its
entirety and replacing it with the following:
"(b)(i) "Restricted Shares" shall mean all shares of Voting Common
Stock now owned or hereafter acquired by Xxxxx while this Agreement
remains in effect, including without limitation, all Voting Common
Stock now owned or hereafter acquired by Xxxxx and his spouse, if any,
as community property or as separate property, and all references
herein to the Voting Common Stock owned by Xxxxx includes the
community interest of his spouse, if any, in such stock. Any
obligation of Xxxxx to sell or offer to sell Restricted Shares
includes an obligation on the part of his spouse, if any, to sell or
offer to sell her community interest in such stock in the same manner.
The termination of the marital relationship of Xxxxx and his spouse
for any reason shall not have the effect of removing any Voting Common
Stock otherwise subject to this Agreement from the coverage hereof.
Notwithstanding the foregoing, the term "Restricted Shares" shall not
be deemed to include: (a) upon the closing of the proposed initial
public offering of up to 3,350,000 shares ( but in no event less than
3,000,000 shares) of the Company's common stock, not including shares
covered by the over-allotment option, to be granted to Xxxxxx, Read &
Co. Inc. and Prudential Securities Incorporated, the managing
underwriters of such offering, with an initial public offering price
of between $6.00 and $11.00 per share (the "Initial Public Offering"),
200,000 shares of Voting Common Stock, (b) following the closing of
the Initial Public Offering and on June 15, 1997, an amount equal to
100,000 shares of
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Voting Common Stock, and (c) on the final day of the month that is the
eighteenth (18th) month following the closing of the Initial Public
Offering, and every three months thereafter, the number of shares of
Voting Common Stock equal to one percent (1%) of the number of
outstanding shares of the Company's common stock.
(ii) The number of shares of Voting Common Stock deemed
not to be Restricted Shares pursuant to this Agreement shall be
adjusted upon any stock split or division, reverse stock split, stock
dividend, reclassification, reorganization, combination or
recapitalization."
If the foregoing is in accordance with your understanding,
please so indicate by executing a copy of this letter and returning it to the
undersigned, whereupon this letter shall become our binding agreement.
Sincerely,
UROQUEST CORPORATION
By: /s/ XXXX X. XXXX
--------------------------------
Name: Xxxx X. Xxxx
Title: President
AGREED TO AND ACCEPTED BY:
WARBURG, XXXXXX INVESTORS, L.P.
By: WARBURG, XXXXXX & CO.,
General Partner
By: /s/ XXXXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: General Partner
VERTICAL FUND ASSOCIATES, L.P.
By: THE VERTICAL GROUP, INC.
General Partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title:General Partner
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Xx., M.D.
