EXHIBIT 4.1
FORM OF AMENDMENT NO. 1 TO SERIES A WARRANTS AND SERIES B WARRANTS
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THIS AMENDMENT NO. 1 TO SERIES A WARRANTS AND SERIES B WARRANTS (this
"Amendment"), effective as of February 2, 2006 (the "Amendment Date"), amends
those certain Series A Warrants and Series B Warrants (as amended from time to
time, the "Warrants") issued by Catcher Holdings, Inc., a Delaware corporation
(the "Company"), having a place of business at 00000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, to each of the holders of the Warrants.
RECITALS:
WHEREAS, the Company (formerly known as U.S. Telesis Holdings, Inc.) and the
Holders have previously entered into that certain Registration Rights Agreement,
dated as of May 4, 2005, by and among the Company and the investors listed on
Exhibit A thereto (the "Registration Rights Agreement").
WHEREAS, the Warrants provide in Section 18 thereof that the Warrants
may be amended upon the written consent of the Company and the holders of a
majority of the shares of common stock of the Company (the "Common Stock")
subject to the Warrants; and
WHEREAS, the Company and the holders of the shares of Common Stock subject to
the Warrants desire to amend and restate the Warrants as set forth herein to
clarify that the reference in Section 13 of the Warrants to the "Registration
Rights Agreement" is to the "Amended and Restated Registration Rights Agreement,
dated as of February 2, 2006".
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth below, the parties hereto agree as follows:
1. AMENDMENT. The reference in Section 13 of the Warrants to the
"Registration Rights Agreement" in the Warrants is hereby amended to reference
the "Amended and Restated Registration Rights Agreement, dated as of February 2,
2006, as amended from time to time".
2. MISCELLANEOUS. All terms used, but not defined, herein shall
have the respective meanings set forth in the Warrants. This Amendment shall be
effective for all purposes as of the Amendment Date. Except as otherwise
expressly modified by this Amendment, the Warrants shall remain in full force
and effect in accordance with their terms. This Amendment shall be governed by,
interpreted and construed in accordance with the laws of the State of
California, without regard to conflicts of law principles. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the
Amendment Date.
Catcher Holdings, Inc. Holder
By: By:
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Name: Name:
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Title: Title:
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