Exhibit 10.1
AMENDMENT NO. 1 TO WORKING CAPITAL FUNDING AGREEMENT
This AMENDMENT NO. 1 TO WORKING CAPITAL FUNDING AGREEMENT, dated as of
July 1, 2001 ("AMENDMENT NO. 1"), is entered into by and between Ophthalmic
Imaging Systems, a California corporation ("OIS"), and MediVision Medical
Imaging Ltd., and Israeli corporation ("MEDIVISION").
W I T N E S S E T H:
WHEREAS, OIS and MediVision are parties to that certain Working Capital
Funding Agreement, dated as of July 13, 2000 (the "AGREEMENT"), whereby, among
other things, MediVision agreed to make loans to OIS for working capital
purposes in the principal amount of up to $1,500,000 (the "MAXIMUM PRINCIPAL
AMOUNT"), which borrowings are convertible, at MediVision's option, into shares
of OIS common stock pursuant to the terms and conditions contained in the
Agreement (all capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement);
WHEREAS, OIS has executed and delivered to MediVision the Working Capital
Note evidencing the foregoing;
WHEREAS, the parties hereto desire to amend the Agreement and the Working
Capital Note in accordance with the terms and conditions set forth herein, which
the parties hereto acknowledge and agree is for their mutual benefit and
understanding.
NOW, THEREFORE, intending to be legally bound and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. AMENDMENT. The Agreement is hereby amended to provide that the Maximum
Principal Amount is hereby increased by One Million Dollars ($1,000,000) (the
"ADDITIONAL AMOUNT") from One Million Five Hundred Thousand Dollars ($1,500,000)
to Two Million Five Hundred Thousand Dollars ($2,500,000), with loans for all or
part of the Additional Amount to be convertible, at MediVision's option, into
shares of OIS common stock on the same terms as set forth in the Agreement;
provided, however, that (a) the conversion price per share applicable to loans
for all or part of the Additional Amount shall be $0.185, (b) any and all
advances of the Additional Amount shall be at the sole and absolute discretion
of MediVision, and (c) any portion of the Additional Amount which has been
advanced by MediVision but which has not been repaid by OIS shall be due and
payable within thirty (30) days of notice of such by MediVision to OIS, the
giving of which notice shall be in the sole and absolute discretion of
MediVision.
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2. RATIFICATION. Except as expressly modified by this Amendment No. 1, the
Agreement and all of its terms, covenants, and provisions is in all respects,
ratified, confirmed and approved. This Amendment No. 1 shall become effective on
the date hereof.
3. COUNTERPARTS. This Amendment No. 1 may be executed in counterparts,
each of which shall be deemed an original, but all of which shall be deemed to
be and constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Working Capital Funding Agreement as of the date first above written.
OPHTHALMIC IMAGING SYSTEMS
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
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Title: Chief Executive Officer
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Address: 000 Xxxxxxx Xxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Attention: President
Facsimile No. (000) 000-0000
Telephone No. (000) 000-0000
MEDIVISION MEDICAL IMAGING LTD.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: President, Chief Executive Officer
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Address: X.X. Xxx 00
Xxxxxxxxxx Xxxx
Xxxxxxx Xxxx
00000 Israel
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO WORKING CAPITAL FUNDING AGREEMENT]
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