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Exhibit 4.6(d)
THIRD AMENDMENT TO WARRANT AGREEMENT
THIS THIRD AMENDMENT TO THE WARRANT AGREEMENT is dated as of the 25th
day of November, 1997 between ESCALON MEDICAL CORP., a California corporation
(the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Warrant
Agent").
WHEREAS, the Company and U.S. Stock Transfer Corporation, a California
corporation (the "Former Warrant Agent"), entered into a certain Warrant
Agreement, dated as of November 17, 1993 (the "Warrant Agreement") pursuant to
which the Warrant Agent undertook to act on behalf of the Company in connection
with the issuance, transfer, exchange, replacement, redemption and surrender of
certain warrants;
WHEREAS, on June 1, 1994, the Warrant Agreement was amended to clarify
that certain warrants received by a shareholder of Intelligent Surgical Lasers,
Inc., a California corporation which was renamed Escalon Medical Corp., were
subject to the terms of the Warrant Agreement;
WHEREAS, on September 1, 1994, the Warrant Agreement was amended to
replace the Former Warrant Agent with American Stock Transfer & Trust Company;
WHEREAS, on November 20, 1997, the Company held its annual meeting of
shareholders at which time the shareholders approved a one-for-four reverse
stock split of the Company's Common Stock (the "Reverse Split");
WHEREAS, pursuant to the terms of the Warrant Agreement as a result of
the Reverse Split, certain adjustments must be made to the terms of the warrants
governed by the Warrant Agreement; and
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement to clarify the number of shares issuable under the warrants following
the Reverse Split.
NOW, THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Amendment.
a. The Warrant Agreement is hereby amended by changing all reference
to the name of the (i) Company within the Warrant Agreement from Intelligent
Surgical Lasers, Inc. to Escalon Medical Corp. and (ii) Warrant Agent within the
Warrant Agreement from U.S. Stock Transfer Corporation to American Stock
Transfer & Trust Company.
b. The first sentence of Section 2.1 is hereby amended to read in
its entirety as follows:
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Each Warrant Certificate shall, when signed by the Chairman,
Chief Executive Officer or President or any Vice President, and
by the Chief Financial Officer or Treasurer or any Assistant
Treasurer, or Secretary or any Assistant Secretary, of the
Company and countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of Article
III hereof, to purchase from the Company one-quarter of a share
of Common Stock for each Warrant evidenced thereby, at the
purchase price of $6.25 per share in the case of the Class A
Warrants and the Underwriter's Class A Warrants, at a purchase
price of $7.50 per share in the case of the Class B Warrants and
the Underwriter's Class B Warrants, and at the purchase price
equal to the public offering price of the Units in the Offering
or, in the event that the offering does not close by December
31, 1993, at the purchase price of $5.00 per share in the case
of the Class C Warrants (collectively, the "Initial Exercise
Prices"), or such adjusted number of shares at such adjusted
purchase price as may be established from time to time pursuant
to the provisions of Article IV hereof, payable in full at the
time of exercise of the Warrant.
Note: For convenience, the amended language has been underlined.
2. Effect of Amendment. The parties hereto agree that, except as expressly
set forth herein, all other provisions of the Warrant Agreement shall continue
in full force and effect without amendment.
3. Counterparts. This Third Amendment may be executed in two counterparts,
each of which shall be an original but which together constitutes one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Third Amendment
as of the date first above written.
ESCALON MEDICAL CORP.
By:/s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Vice President, Finance and
Administration, Secretary
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title:Vice President
