EXHIBIT 10.27
AMENDMENT TO WARRANTS
This Amendment to Warrants (this "Amendment") is entered into as of
April 7, 2003. Reference is made to certain warrants issued on January 27, 2000
and September 30, 2000 (collectively, the "Series B Warrants"), pursuant to the
Securities Purchase Agreement dated as of January 27, 2000, by Digital Theater
Systems, Inc. (the "Company") to the persons set forth on Schedule A attached
hereto (the "Investors"), granting the Investors rights to purchase shares of
the Company's common stock up to the amounts set forth on Schedule A.
WHEREAS, pursuant to Section 5(f) of the Series B Warrants, any
provision of the Series B Warrants may be amended if such amendment is in
writing and signed by the Issuer and the Majority Holders (as defined in Section
1 therein).
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the undersigned
Investors hereby agree to amend the Series B Warrants as set forth below.
1. Section 2(j) is hereby added to the Series B Warrants and shall read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein, this
Warrant may not be exercised by the Holder hereof and shall be
canceled, rescinded and of no force or effect against the Issuer if the
Issuer consummates a Qualified Public Offering (as defined below) on or
before October 31, 2003. Further, to the extent this Warrant has not
been exercised by the Holder hereof prior to a Qualified Public
Offering, it shall be deemed exercised, pursuant to the cashless
exercise provision set forth above in Section 2(b), as of the date one
day prior to the Qualified Public Offering. If upon or after the
consummation of a Qualified Public Offering the Issuer requests that
the original hereof be marked `canceled' and returned to the Issuer,
the Holder hereof agrees to honor such request.
`Qualified Public Offering' shall mean an initial public offering
underwritten on a firm commitment basis which results in aggregate
gross cash proceeds to the Company of not less than $20,000,000."
2. The parties to this Amendment acknowledge and agree that as of the date
of this Amendment no adjustments in the number of shares issuable upon exercise
of the Series B Warrants or the exercise price thereof has been made pursuant
to Section 4 of the Series B Warrants.
3. Except as amended hereby, the Series B Warrants shall remain in full
force in effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
DIGITAL THEATER SYSTEMS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & CEO
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
WESTON PRESIDIO CAPITAL II
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
[SIGNATURE PAGE TO AMENDMENT TO SERIES B WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
EOS PARTNERS SBIC, L.P.
By: Eos SBIC General, L.P.
its General Partner
By: Eos SBIC Inc.
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
[SIGNATURE PAGE TO AMENDMENT TO SERIES B WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇ ▇▇▇▇▇▇▇
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[SIGNATURE PAGE TO AMENDMENT TO SERIES B WARRANTS]
SCHEDULE A
INVESTORS NUMBER OF SHARES
--------- ----------------
Weston Presidio Capital II 3,207,792
Eos Partners SBIC, L.P. 495,294
▇▇▇ ▇▇▇▇▇▇▇▇ 3,088
▇▇▇ ▇▇▇▇▇▇▇ 8,536