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EXHIBIT 10.59
[XXXXXXXX XXXXXX & XXXXX XXXXXXXXXX]
November 1, 1996
PRIVATE & CONFIDENTIAL
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
Somanetics Corporation
0000 Xxxx Xxxxx Xxxx
Xxxx, Xxxxxxxx, 00000-0000
U.S.A
Dear Xxxxx,
Pursuant to that certain Engagement Letter dated October 23, 1996 (the
"Agreement"), between Xxxxxxxx Xxxxxx & Xxxxx, Inc. and Xxxxxxxx Xxxxxx & Xxxxx
Limited, (the "Placement Agents") and Somanetics Corporation (the "Company"),
the Company has agreed to make a placement of newly issued shares of the
Company or such other security that may be subsequently agreed between the
Company and the Placement Agent.
In connection with the proposed Placement, the Company and the Placement Agent
hereby agree to amend the terms of the Agreement as follows:
(1) The security to be placed in the placement will consist of up to 5,500,000
shares of newly issued common stock of the Company.
(2) In connection with the redemption by the Company of its Class B Warrants,
the Placement Agent shall provide a loan (the "Loan") to the Company in the
principal amount of $205,000, to be evidenced by a promissory note made by the
Company in favour of Xxxxxxxx Xxxxxx & Xxxxx, Inc.. Without limiting the right
to demand payment of the Loan at any time, it is anticipated that the Loan
shall be repaid from the net proceeds of the Placement on the Closing Date.
The Company shall pay the Placement Agent an arrangement fee equal to 1% of the
principal amount of the Loan.
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November 1, 1996
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Accept as otherwise expressly amended hereby, the terms of the Agreement shall
remain in full force and effect. All defined terms used and not otherwise
defined herein shall have their same meaning except for in the Agreement.
If the foregoing currently sets forth our mutual understanding of these
arrangements, please so indicate by signing and returning the enclosed copy of
this Agreement.
Yours sincerely,
XXXXXXXX XXXXXX & XXXXX, INC. and
XXXXXXXX XXXXXX & XXXXX LIMITED
XXXXX X. XXXXX
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By:
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
Agreed to and accepted this
5 day of November
1996
SOMANETICS CORPORATION
XXXXX X. XXXXXXX
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By:
Name: Xxxxx X. Xxxxxxx
Title: PRESIDENT & CEO
