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EXHIBIT 2.1A
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AMENDMENT NUMBER ONE TO ACQUISITION AGREEMENT
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This Amendment Number One (this "Amendment") is made this 23rd day of May,
1997 by and between Laserscope, a California corporation ("Laserscope"), and
Heraeus Med GmbH, a German corporation ("HME"), as an amendment to that certain
agreement dated April 23, 1996 between Laserscope and HME for the acquisition
by Laserscope from HME of all the outstanding shares of Heraeus liabilities
(the "Agreement").
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Laserscope and HME hereby agree as follows
1. Section 5(i) of the Agreement is deleted and replaced with the
following:
"(i) NUMBER OF DIRECTORS: Upon the death, resignation or removal of any
member of the Board, or the declaring by the Board of any vacancy on the Board
pursuant to Section 3.4 of the Laserscope Bylaws, the Board shall promptly
amend Section 3.2 of said Bylaws to set the exact number of directors at seven
(7). For so long as HME owns at least 3,300,000 shares of Laserscope Common
Stock, Laserscope shall use its best efforts to have three nominees of HME
elected to the Board. For as long as HME owns at least 1,600,000 shares of
Laserscope Common Stock, Laserscope shall use its best efforts to have two
nominees of HME elected to the Board. For as long as HME owns at least 600,000
shares of Laserscope Common Stock, Laserscope shall use its best efforts to
have one nominee of HME elected to the Board, and Laserscope shall not, without
the prior consent of HME, increase, or ask its shareholders to increase, the
number of directors beyond eight (8) or, once reduced to seven (7) in
accordance with the first sentence of this Section 5(i), beyond seven (7)."
2. The Agreement shall remain in full force and effect in all other
respects.
3. This Amendment may be signed in one or more counterparts; signature
pages from the facsimile transmission are deemed acceptable.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first set forth above,
LASERSCOPE HERAEUS MED GmbH
/s/ Xxxxxx XxXxxxxxxxxx /s/ Xxxxxx Xxxxxxxxxx
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(Authorized Signature) (Authorized Signature)
/s/ V.P. Finance, C.F.O. Managing Director
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(Title) (Title)
