Exhibit 10.1
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the 9th day of February 2005 by and between
Integrated Surgical Systems, Inc., a Delaware corporation ("Integrated"), and
Golden Gate Investors, Inc., a California corporation ("GGI").
WHEREAS, GGI and Integrated are parties to that certain 6 3/4% Convertible
Debenture dated as of June 9, 2004 ("Debenture"); and
WHEREAS, GGI and Integrated are parties to that certain Warrant to Purchase
Common Stock dated June 9, 2004 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Integrated and GGI agree as
follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the debenture.
2. The Deadline is hereby changed to be April 30, 2005.
3. The Conversion Price set forth in section 3.1(a) of the Debenture is
hereby changed to be the lesser of: (i) $0.25, or (ii) seventy-five
percent (75%) of the average of the five lowest Volume Weighted
Average Prices during the 20 Trading Days prior to GGI's election to
convert (a "Discount Multiplier").
4. Except as specifically amended herein, all other terms and conditions
of the Debenture and Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, Integrated and GGI have caused this Addendum to be signed by
its duly authorized officers on the date first set forth above.
Integrated Surgical Systems, Inc. Golden Gate Investors, Inc.
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President/CEO Portfolio Manager
