EXHIBIT 10.27
AMENDMENT NO. 1
TO
BRUNSWICK TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT
THIS AMENDMENT NO. 1 TO the Brunswick Technologies, Inc. Common Stock
Purchase Warrant No. [_____________] by and among Brunswick Technologies, Inc.
(the "Company") and [________________________] (the "Holder"), is entered into
as of the ___ day of January, 1997, between the Company and the Holder.
W I T N E S S E T H:
WHEREAS, the Holder and the Company entered into the Brunswick
Technologies, Inc. Common Stock Purchase Warrant (the "Warrant"); and
WHEREAS, the Stockholders and the Company desire to amend the Agreement
to allow the Holders to exercise the Warrants on a cashless basis;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration expressed, the Company and the
Holder agree as follows:
A. AMENDMENTS. The Warrant is hereby modified by amending and restating
the following section of the Warrant in its entirety as follows (capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Warrant):
2.1. Full Exercise.
(a) Cash Exercise. This Warrant may be exercised in full by the Holder
by surrender of this Warrant, with the form of subscription at the end hereof
duly executed by such ▇▇▇▇▇▇, to the Company at its principal office,
accompanied by payment, in cash or by certified check or official bank check
payable to the order of the Company, in the amount obtained by multiplying the
number of shares of Common Stock for which this Warrant is then exercisable by
the Purchase Price (the "Warrant Purchase Price").
(b) Cashless Exercise. The exercise price payment provisions described
in subsection (a) hereof notwithstanding:
(i) The Holder of the Warrant shall have the right (the
"Conversion Right") to require the Company to convert this Warrant, in
whole or in part, at any time prior to _____________, 1997 into shares
of Common Stock as provided for in this Subsection (b). At the sole
option of the Holder, designated in writing upon the Subscription Form
appended as Annex A hereto (the "Conversion Notice") upon exercise of
the Conversion Right, the Company shall deliver to the
Holder (without payment by the Holder of any Warrant Purchase Price)
that number of shares of Common Stock equal to the quotient obtained by
dividing (A) the value of the Warrant at the time the Conversion Right
is exercised (determined by subtracting (x) the aggregate Warrant
Purchase Price for the shares of Common Stock then issuable upon
exercise of this Warrant (the "Warrant Shares") in effect immediately
prior to the exercise of the Conversion Right from (y) the aggregate
Fair Market Value for the Warrant Shares immediately prior to the
exercise of the Conversion Right) by (B) the Fair Market Value of one
share of Common Stock immediately prior to the exercise of the
Conversion Right.
(ii) When exercising the Conversion Right, the Holder shall
deliver the Conversion Notice to the Company and specifying (A) the
total number of shares of Common Stock the Holder will purchase
pursuant to such conversion and (B) a date not less than one (1) nor
more than twenty (20) business days from the date of the Conversion
Notice for the closing of such purchase.
(iii) Fair Market Value of a share of Common Stock as of a
particular date (the "Determination Date") shall mean the Fair Market
Value of a share of the Company's Common Stock as of such Determination
Date. Fair Market Value of a share of Common Stock as of a
Determination Date shall mean:
(A) If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ")
National Market System, then the closing or last sale price,
respectively, reported for the last business day immediately
preceding the Determination Date.
(B) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System but is traded
in the over-the-counter market, then the mean of the closing
bid and asked prices reported for the last business day
immediately preceding the Determination Date.
(C) Except as provided in subsections (D) and (E) of
this subsection (b)(iii), if the Company's Common Stock is not
publicly traded, then as determined in good faith by the Board
of Directors of the Company.
(D) If the Determination Date is the date on which
the Company's Common Stock is first sold to the public by the
Company in a firm commitment public offering under the
Securities Act of 1933, as amended (the "1933 Act"), then the
initial public offering price (before deducting commissions,
discounts or expenses) at which the Common Stock is sold in
such offering.
(E) If the Determination Date is the date of a
liquidation, dissolution or winding up of the Company, then
all amounts to be payable per share to holders of the Common
Stock in the event of such liquidation, dissolution or winding
up, plus all other amounts to be payable per share in respect
of the Common Stock in liquidation, assuming for the purposes
of this subsection (E) that all of the shares of Common Stock
then issuable upon exercise of this Warrant are outstanding at
the Determination Date.
B. RATIFICATION. As hereby amended, the Warrant is ratified and confirmed
in all respects.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first written.
Brunswick Technologies, Inc.
By:
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its: ,
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thereunto duly authorized
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By:
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its: ,
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thereunto duly authorized