EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT (this "Amendment") is
made and entered into as of September 1, 2005, by and among Specialized Health
Products International, Inc. (the "Company"), ▇▇▇▇▇ Partners III, L.P. ("▇▇▇▇▇
Partners"), ▇▇▇▇▇ Partners International III, L.P. ("▇▇▇▇▇ International"), and
▇▇▇▇▇ Employee Fund III, L.P. ("▇▇▇▇▇ Employee," and together with ▇▇▇▇▇
Partners and ▇▇▇▇▇ International, the "▇▇▇▇▇ Funds").
R E C I T A L S
A. The Company and ▇▇▇▇▇ Funds entered into an agreement captioned
"PURCHASE AGREEMENT" on or about the 7th day of March, 2005 (the "Purchase
Agreement").
B. The parties desire to amend the Purchase Agreement as set forth
below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby amend the
Purchase Agreement as follows:
1. Recital A is hereby amended to read in its entirety as follows:
A. The ▇▇▇▇▇ Funds are willing to purchase convertible
promissory notes in the aggregate principal amount of $1,000,000 (the
"Convertible Notes") upon the request of the Company made at any time
between March 31, 2005 and March 31, 2006 (the "Option Period") and
under the circumstances described herein.
2. Recital C and Section 1.1 (d) are hereby deleted in their entirety.
3. Section 1.1 (a) is hereby amended to read in its entirety as
follows:
(a) At any time and from time to time during the Option
Period, the Company may, at its sole option, elect to require the ▇▇▇▇▇
Funds to purchase all or part of the Convertible Notes. The notice
provided by the Company to the ▇▇▇▇▇ Funds (each, a "Purchase Notice")
shall set forth the principal amount of the Convertible Notes to be
purchased, and the date of such purchase of Convertible Notes (the
"Purchase Date"), which date shall not be less than twenty (20)
business days after the date of the Purchase Notice.
4. Section 1.1 (b) is hereby amended to read in its entirety as
follows:
(b) Upon delivery or receipt of a Purchase Notice, each of
▇▇▇▇▇ Partners, ▇▇▇▇▇ International and ▇▇▇▇▇ Employee jointly and
severally agrees to purchase from the Company on the Purchase Date
specified in such Purchase Notice the Convertible Notes for an aggregate
purchase price equal to the amount specified in such Purchase Notice
(the "Purchase Price"). In no case, however, shall the aggregate
principal amounts of all Convertible Notes purchased under this Purchase
Agreement, as amended, exceed $1,000,000. On the Purchase Date, the
▇▇▇▇▇ Funds shall pay the Purchase Price specified in the applicable
Purchase Notice to the Company by wire transfer of immediately available
funds, and the Company shall issue to the ▇▇▇▇▇ Funds the Convertible
Notes, which shall be in the form of Exhibit A attached hereto.
5. Section 3.4 is hereby amended to read in its entirety as follows:
3.4 Financial Statements. The ▇▇▇▇▇ Funds have been furnished
with complete and correct copies of the following financial statements
of the Company (the "Financial Statements"): (a) the audited
consolidated balance sheet of the Company as of December 31, 2004
together with the related consolidated statements of operations,
retained earnings and cash flows for the twelve-month period then
ended, and (b) the unaudited consolidated balance sheet of the Company
as of June 30, 2005 (the "Balance Sheet Date") together with the
related consolidated statements of operations, cash flows and
stockholders' equity for the twelve-month period then ended. The
Financial Statements have been prepared in accordance with GAAP
consistently applied and fairly and accurately present the financial
condition of the Company and its subsidiaries at the date thereof and
the results of its operations for the period covered thereby. All the
books, records and accounts of the Company and its subsidiaries are
accurate and complete, are in accordance with good business practice
and all laws, regulations and rules applicable to the Company and its
subsidiaries and the conduct of their business and accurately present
and reflect all of the transactions described therein.
6. Section 5.1 is hereby amended to read in its entirety as follows:
5.1 Termination. This Agreement, including without limitation,
the obligation of the ▇▇▇▇▇ Funds to purchase the Convertible Notes,
shall terminate on March 31, 2006.
7. The Purchase Agreement shall remain in full force and effect and
shall remain unaltered, except to the extent specifically amended herein.
8. This Amendment may be executed in any number of counterparts and by
facsimile transmission (which facsimile signatures shall be considered original
executed counterparts), each of which shall be deemed to be an original, and all
of which together shall constitute one and the same document. Each party to this
Amendment agrees that it will be bound by its own facsimile signature and that
it accepts the facsimile signature of the other parties.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President, Chief Executive Officer, Director
Address: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ PARTNERS III, L.P.
GALEN PARTNERS INTERNATIONAL III, L.P.
By: CLAUDIUS, L.L.C., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Partner
Address: c/o ▇▇▇▇▇ Associates
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ EMPLOYEE FUND III, L.P.
By: WESSON ENTERPRISES, INC., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Address: c/o ▇▇▇▇▇ Associates
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇