AMENDMENT NO. 1
MIRAVANT MEDICAL TECHNOLOGIES
PRIVATE PLACEMENT WARRANT AGREEMENT
WHEREAS: The undersigned, hereinafter called the "Holder" and Miravant
Medical Technologies (Formerly PDT, Inc.), a Delaware corporation, hereinafter
called the "Company" are parties to a Miravant Medical Technologies Warrant
Agreement number _____ and _____, originally issued October 3, 1997, hereinafter
collectively called the "Warrant", which grants the Holder the right to purchase
up to a total of _______ shares of Miravant Medical Technologies Common Stock at
a price of $55.00 per share for ________ shares and $60.00 per share for
_________ shares, respectively; and
WHEREAS: The Holder and the Company wish to amend the Warrant to reduce the
Exercise Price of the Warrant to $20.00 in consideration of the Holder agreeing
to the following: (i) to forfeit and cancel ______ shares, which represents 10%
of the Shares subject to the Warrant; (ii) to add a Call feature to the Warrant;
(iii) to eliminate the right to Cashless Exercise by the Holder; (iv) to
eliminate the Limitation on Exercise, and (v) to modify the right of assignment
of the Warrant by the Holder.
WHEREAS: The Holder and the Company wish to consolidate Warrant numbers
____ and ____ into Warrant number _____ and to hereby cancel and terminate
Warrant number _____.
NOW, THEREFORE, the Warrant is hereby amended as follows
1. First paragraph of the Warrant is hereby amended to read in its
entirety:
Miravant Medical Technologies, a Delaware corporation (the "Company"),
hereby certifies that HOLDER, its permitted transferees, designees, successors
and assigns (collectively, the "Holder"), for value received, is entitled to
purchase from the Company at any time commencing on October 3, 1997, and
terminated on December 25, 2001 ("Termination Date"), which may be extended from
time to time by the Company at the Company's sole discretion, up to ________ (#)
shares (each a "Share" and collectively the "Shares") of the Company's common
stock par value $.01 per Share (the "Common Stock"), at an exercise price of
Twenty Dollars ($20.00) per Share (the "Exercise Price"). The number of Shares
purchasable under this Warrant, number ___, represent the consolidation of
warrant numbers ___ and ____ and the termination of Warrant number ___. The
number of Shares purchasable hereunder and the Exercise Price are subject to
adjustment as provided in Section 4 hereof.
2. A New Section, Section 1 (c), is hereby added to the Warrant and shall
read as follows: Section 1 (c) Mandatory
Exercise.
(1) If and only if the average of the closing prices (as reported by
NASDAQ) of the Common Stock for 10 consecutive Trading Days immediately
preceding a particular date (the "Trigger Date") is equal to or exceeds $28.00
per share representing one or more Warrants, the Company shall be entitled, at
its option, to cause the Holder of such Warrant Agreement to exercise all, or a
portion of thereof, of the related Warrants (the "Called Warrants") as provided
herein.
(2) If the Company elects to cause the Holder to exercise the Called
Warrants, it shall furnish to the Holder, at any time following the Trigger
Date, a written notice thereof, (the "Call Notice"), specifying the identifying
number of the Warrant Agreement evidencing the Called Warrants and the Trigger
Date.
(3) Not later than thirty (30) Days following Call Notice, the Holder of
the Called Warrants shall deliver to the Company the agreement representing the
Called Warrants and a check for the product of (i) the Exercise Price,
multiplied by (ii) the number of Called Warrants.
(4) Not later than thirty (30) Days following the receipt of payment
provided in Section 1 (c) 3 above, the Company will deliver to the Holder a
stock certificate for the shares purchased hereunder.
3. Section 1.(b) Cashless Exercise of the Warrant is hereby cancelled and
terminated.
4. Section 16. Limitation on Exercise of the Warrant is hereby cancelled
and terminated.
5. Section 18. Assignment is amended to read as follows:
18. Assignment. This Warrant may not be assigned or transferred
without the prior written consent of the Company. Upon the request by the
Holder, the Company will not unreasonably withhold such consent.
6. In all other respects, the Miravant Medical Technologies Warrant
Agreement is ratified as issued by the Company and accepted by the Holder.
7. The Effective Date of this Amendment is November 16, 1999.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective on the date written above.
Miravant Medical Technologies The "Holder":
a Delaware Corporation
By: _____________________________ By: ___________________________
Holder