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EXHIBIT 99.2
AMENDMENT TO RIGHTS AGREEMENT BETWEEN
CARDIOMETRICS, INC. AND THE FIRST NATIONAL BANK OF BOSTON
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made
as of the 26th day of January, 1997 by and between Cardiometrics, Inc., a
Delaware corporation (the "Corporation'), and The First National Bank of Boston,
as rights agent (the "Rights Agent").
WHEREAS, the Corporation is entering into an Agreement and
Plan of Reorganization (as the same may be amended from time to time, the
"Merger Agreement") among Endosonics Corporation ("Endosonics"), River
Acquisition Corporation and the Corporation, providing for transactions
(collectively, the "Merger") pursuant to which, among other things, the
Corporation will become a wholly-owned subsidiary of Endosonics and the former
stockholders of the Corporation will receive shares of Endosonics Common Stock,
shares of CardioVascular Dynamics, Inc. Common Stock, and cash.
WHEREAS, in connection with the Merger Agreement, the
Corporation is entering into a Stock Option Agreement (the "Stock Option
Agreement") between Endosonics and the Corporation, and certain officers,
directors and stockholders of the Corporation are entering into Voting
Agreements (the "Voting Agreements") with Endosonics.
WHEREAS, the Corporation and the Rights Agent are parties to a
Rights Agreement dated as of December 3, 1996 (the "Rights Agreement").
WHEREAS, the parties desire to amend the Rights Agreement in
connection with the execution and delivery of the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein set forth, the parties hereby agree as follows:
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1. The definition of "Acquiring Person" set forth in Section 1 of
the Rights Agreement is hereby amended by adding the following sentence to the
end of that definition:
Notwithstanding the foregoing, no person shall be an
Acquiring Person solely by reason of the execution and
delivery of the Agreement and Plan of Reorganization (as the
same may be amended from time to time, the "Merger
Agreement") among Endosonics Corporation ("Endosonics"),
River Acquisition Corporation and the Corporation, the Stock
Option Agreement between Endosonics and the Corporation, or
the Voting Agreements between Endosonics and certain
officers, directors and stockholders of the Corporation.
2. The definition of "Final Expiration Date" set forth in Section
1 of the Rights Agreement shall be amended to read in its entirety as follows:
"Final Expiration" shall mean the earlier of (1) the
Effective Time, as that term is defined in the Merger
Agreement, or (2) December 3, 2006.
3. The definition of "Shares Acquisition Date" included in
Section 1 of the Rights Agreement shall be amended by adding the following
sentence to the end of such definition:
Notwithstanding anything else set forth in this
Agreement, a Shares Acquisition Date shall not be deemed to
have occurred solely by reason of the public announcement or
public disclosure of the Merger Agreement and the
transactions contemplated thereby.
4. Section 3(a) of the Rights Agreement shall be amended by
adding the following sentence to the end thereof:
Notwithstanding anything else set forth in this
Agreement, no distribution date shall be deemed to have
occurred solely by reason of the execution and delivery of
the Merger Agreement and the transactions contemplated
thereby.
5. The Rights Agreement, as amended by this Amendment, shall
remain in full force and effect in accordance with its terms.
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6. This Amendment may be executed in one or more
counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties herein have caused this
Amendment to be duly executed and attested, all as of the date and
years first above written.
Attest: CARDIOMETRICS, INC.
By:___________________________ By:___________________________
Attest: THE FIRST NATIONAL BANK OF BOSTON
By:___________________________ By:___________________________
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