AMENDMENT TO WARRANT AGREEMENT
This Amendment to Warrant Agreement (the "Agreement") is made as of May
5, 1998, by and between Silicon Valley Bank ("Holder) and Orthologic Corp.
("Company")
RECITALS
A. Company and Holder are parties to a Warrant to Purchase Stock dated
March 2, 1998, together with all schedules and exhibits thereto (the "Warrant
Agreement"). Pursuant to the Warrant Agreement, among other things, the Warrant
does not state an Initial Exercise Price and has an Expiration Date of March 1,
2003.
B. Company and Holder both desire to amend the Warrant to set forth the
Initial Exercise Price and extend the Expiration Date.
NOW, THEREFORE, the parties agree as follows:
1. The Initial Exercise Price is hereby amended to be the lowest
closing price between April 22, 1998 and the date hereof, which is May 12, 1998.
2. The Expiration Date is hereby extended to May 5, 2003.
2. LEGAL EFFECT; INTERPRETATION. This Agreement amends certain terms of
the Warrant Agreement. Company confirms that, except as amended by this
Agreement, the Warrant Agreement remain in full force and effect. Unless
otherwise defined, all terms capitalized in this Agreement shall have the
meanings assigned in the Warrant Agreement. This Agreement, together with the
Warrant Agreement, constitutes the entire agreement of the parties with respect
to the subject matter hereof, and supersedes all prior agreements and
negotiations.
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
4. TIME OF ESSENCE. Time is of the essence for the performance of all
obligations set forth in this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
COMPANY: HOLDER:
ORTHOLOGIC CORP. SILICON VALLEY BANK
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxx Xxx Xxxxx
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Name: Xxxxx X. Xxxxx Name: Xxx Xxx Xxxxx
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Title: Sr. V.P. and CFO Title: Asst. to V.P.
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