Exhibit 4.3
SECOND AMENDMENT TO
WARRANTS
This Second Amendment (this "AMENDMENT") to Warrants is entered into,
dated and effective as of August 22, 2003, among Stratasys, Inc., a Delaware
corporation (the "COMPANY"), and each purchaser identified on the signature
pages hereto (each, a "PURCHASER" and collectively, the "PURCHASERS").
WHEREAS, the Company and each Purchaser is a party to that certain
Securities Purchase Agreement dated as of August 17, 2003 (the "PURCHASE
AGREEMENT");
WHEREAS, pursuant to the Purchase Agreement the Company issued to each
Purchaser a Warrant, as amended by First Amendment to Warrants, dated and
effective as of August 22, 2003 (each, as amended, a "Warrant" and collectively
the "Warrants"); and
WHEREAS, the Company and the Purchasers desire to further amend each of
the Warrants as set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
to amend each of the Warrants as follows:
1. Section 11(b) of each of the Warrants is hereby amended and restated
as follows:
(b) Notwithstanding anything to the contrary contained herein,
the maximum number of shares of Common Stock that the Company shall be
required to issue pursuant to the Transaction Documents equals 805,000
shares, as adjusted for any stock split, subdivision, dividend or
distribution payable in shares of Common Stock (or other securities or
rights convertible into, or entitling the holder thereof to receive
directly or indirectly shares of Common Stock), reverse stock split,
combination or other similar recapitalization or event occurring after
August 17, 2003 (the "Issuable Maximum"). If, at the time any Holder
requests an exercise of any of the Warrants, the Actual Minimum exceeds
the Issuable Maximum, then the Company shall issue to the Holder
requesting such exercise or conversion a number of shares of Common
Stock not exceeding such Holder's pro-rata portion of the Issuable
Maximum (based on such Holder's share (vis-a-vis other Holders) of the
aggregate purchase price paid under the Purchase Agreement and taking
into account any Underlying Shares previously issued to such Holder),
this Warrant shall terminate with respect to such Holder, and the
Company shall have no further obligations to issue shares of Common
Stock or otherwise under this Warrant. For the purposes hereof, "Actual
Minimum" shall mean, as of any date, the maximum aggregate number of
shares of Common Stock
then issued or potentially issuable in the future pursuant to the
Transaction Documents, including any Underlying Shares issuable upon
exercise in full of all Warrants, without giving effect to any limits
on the number of shares of Common Stock that may be owned by a Holder
at any one time.
3. None of the Purchasers has transferred any interest in the Warrant
issued to it under the Agreement. The Company shall as soon as possible, and in
any event within 3 days of the date hereof, issue to each Purchaser a
replacement warrant reflecting the amendment set forth in this Amendment.
4. The Agreement and each of the Warrants, as amended by this
Amendment, shall continue to be and shall remain in full force and effect in
accordance with their respective terms.
5. This Amendment may be executed by facsimile in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to the Warrants to be duly executed by their respective authorized
signatories as of the date first indicated above.
STRATASYS, INC.
By: /s/ S. Xxxxx Xxxxx
------------------------------------
Name: S. Xxxxx Xxxxx
Title: CEO
MAINFIELD ENTERPRISES, INC.
By: /s/ Avi Vigder
------------------------------------
Name: Avi Vigder
Title: Authorized Signatory
SMITHFIELD FIDUCIARY LLC
By: /s/ Xxxx X. Chill
------------------------------------
Name: Xxxx X. Chill
Title: Authorized Signatory
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