Exhibit 10.45
FIRST AMENDMENT TO AGREEMENT
THIS AMENDMENT (the "Amendment") is made and entered into as of the 15th
day of September, 1995, by and between R.C.W. Xxxxxx ("Xx. Xxxxxx"), A.J.R.
Oosthuizen ("Xx. Xxxxxxxxxx"), and SoftNet Systems, Inc., a New York corporation
("SoftNet").
RECITALS:
A. The parties hereto previously entered into that certain Agreement
dated March 24, 1995 (the "Agreement").
B. The parties hereto desire to amend the Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. All capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. Escrow Agent for Held Back Shares. The parties agree that Mellon
Bank, N.A. (the "Escrow Agent") shall hold the "Held Back Shares"
described in Section 6 of the Agreement. The Escrow Agent shall hold
the Held Back Shares pursuant to the terms of Section 6 of the
Agreement and shall deliver (a) to SoftNet the appropriate number of
Held Back Shares at such time as a setoff is determined to be required
pursuant to the terms of such Section 6, and (b) to Xx. Xxxxxxxxxx and
Xx. Xxxxxx the Held Back Shares at such time as is provided in the
Agreement. The parties agree to execute, at or prior to Closing, the
form of escrow agreement required by the Escrow Agent which shall
contain customary terms and conditions generally included in such
agreements.
3. Registration Rights. SoftNet agrees that, at Closing, SoftNet will
deliver to Xx. Xxxxxxxxxx and Xx. Xxxxxx the Registration Rights
Agreement in the form attached hereto as Exhibit A.
4. Savings Clause. Except as expressly set forth herein, the Agreement
shall remain in full force and effect and is hereby ratified,
confirmed and approved.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
/s/ R.C.W. Xxxxxx
R.C.W. Xxxxxx
/s/ Xxxxxx X.X. Oosthuizen
A.J.R. Oosthuizen
SOFTNET SYSTEMS, INC.
By /s/ Xxxx Xxxxxxxx
Its_______________________
