Amend 1 to Registration Rights Agr


    Exhibit
      10.7

    

      AMENDMENT
        NO. 1 TO 

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Amendment No. 1 to Registration Rights Agreement dated
        as
        of July 19, 2007 (“Amendment”),
        is
        made by and among Viking
        Systems, Inc.,
        a
        Delaware corporation (the “Company”)
        and
        the purchasers (the “Original
        Purchasers”)
        listed
        on the signature pages to the Registration Rights Agreement dated as of February
        23, 2007 as amended hereby and as may be further amended (the “Rights
        Agreement”).
        

       

      Recitals

       

      Whereas,
        on
        February 23, 2007, the Company and the Original Purchasers entered into the
        Rights Agreement. In connection therewith, the Original Purchasers purchased
        certain 8% Secured Convertible Debentures due February 23, 2009 (the
“Original
        Debentures”)
        from
        the Company and received certain registration rights with respect to the
        Original Debentures and certain securities of the Company issued in connection
        therewith. 

       

      Whereas,
        the
        Company desires to sell additional 8% Secured Convertible Debentures due
        February 23, 2009 (the “New
        Debentures”)
        to
        certain investors (each a “New
        Purchaser”
and
        collectively, the “New
        Purchasers”)
        and
        the Original Purchasers and the Company desire to amend the Rights Agreement
        to
        allow the Company to add the New Purchasers as Purchasers and Holders under
        the
        Rights Agreement and to include the Company’s Common Stock issuable upon
        conversion of the New Debentures and certain other securities of the Company
        issued in connection therewith as Registrable Securities. 

       

      Agreement

       

      Now,
        Therefore,
        in
        consideration of the foregoing premises and the mutual covenants and conditions
        set forth below, and in reliance on the recitals set forth above, and for
        other
        good and valuable consideration, the receipt of which is hereby acknowledged,
        the parties to this Amendment hereby agree as follows:

       

      1. The
        following definitions are hereby added to the Rights Agreement under Section
        1
“Definitions”:

       

      “Debentures”
means,
        the 8% Secured Convertible Debentures due, subject to the terms therein,
        on
        February 23, 2009, issued by the Company to the Purchasers under that certain
        Securities Purchase Agreement dated February 23, 2007, as may be amended
        from
        time to time (the “Original
        Purchase Agreement”)
        and
        that certain Securities Purchase Agreement dated on or about July 31, 2007,
        as
        may be amended from time to time (the “New
        Purchase Agreement”
and
        collectively, the “Financing
        SPAs”),
        each
        entered into between the Company and the purchasers signatory
        thereto.

       

      “Warrants”
means
        collectively the Common Stock purchase warrants issued to the Purchasers
        pursuant to the Financing SPAs, each of which shall be exercisable immediately
        and each of which is in the form attached to its respective Financing
        SPA.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      “Warrant
        Shares”
means
        the shares of Common Stock issuable upon exercise of the Warrants.

       

      2. The
        following paragraph is hereby added as Section 6(p) to the Rights
        Agreement:

       

      “(p) If
        at any
        time subsequent to the date hereof, the Company sells Debentures to additional
        purchasers, then, notwithstanding anything else in this Agreement to the
        contrary, this Agreement may be amended, without the consent of any party
        hereto, to add such additional purchasers (the “New Purchasers”) as Purchasers
        and Holders. Each such New Purchaser shall execute a counterpart signature
        page
        to this Agreement. Upon execution of such counterpart signature page, the
        Debentures purchased by such New Purchaser shall be considered “Debentures” for
        all purposes under this Agreement, ranking equally in all respects to all
        other
        Debentures, and such New Purchaser shall be deemed to be a “Purchaser” and a
“Holder” for all purposes under this Agreement, with all the rights and
        obligations of a Purchaser and a Holder hereunder, on a pari-passu basis
        with
        each other Purchaser and Holder, in each case as if such New Purchaser had
        purchased such Debentures concurrently with each other Purchaser and such
        New
        Purchaser were an original signatory hereto.”

       

      3. Except
        as
        specifically amended by this Amendment, the terms and conditions of the Rights
        Agreement shall remain unchanged and in full force and effect. This Amendment
        shall become effective when executed and delivered by the Company and the
        Original Purchasers. This Amendment does not constitute a waiver of any rights
        that the Original Purchasers have to approve any offering of securities.
        This
        Amendment shall not be effective as to any New Debentures or New Purchasers
        unless the Original Purchasers shall have consented in writing to the terms
        and
        conditions of such offering at the time any such offering is made.

       

      4. This
        Amendment may be executed in one or more counterparts, each of which shall
        constitute an original, and all of which together shall constitute one and
        the
        same instrument. This Amendment may be executed and delivered by facsimile
        and
        the parties hereto agree that such facsimile execution and delivery shall
        have
        the same force and effect as delivery of an original document with original
        signatures, and that each party hereto may use such facsimile signatures
        as
        evidence of the execution and delivery of this Amendment by all parties hereto
        to the same extent that an original signature could be used.

       

      [Remainder
        of page intentionally left blank]

       


      
        
          
          

           

        

        
          2

          
            

          

        

        
           

          
             

          

        

      



      In
        Witness Whereof,
        each of
        the parties hereto has caused this Amendment No. 1 to Registration Rights
        Agreement to be executed and delivered by its duly authorized officer on
        the
        date first set forth above.

       

      
        	
                Address
                  Of Grantor:

                 

                4350
                  La Jolla Village Drive

                Suite
                  900

                San
                  Diego, California 92122

              	
                Viking
                  Systems, Inc.,
                  a
                  Delaware corporation

                 

                 

                By:
                  ________________________

                Name:
                  

                Title:
                  

              


      

      


       

      


       

      


       

      [Signatures
        Continue on Following Page]

       


      
        
          [Company
            Signature to Amendment No. 1 to Registration Rights Agreement]

           

        

        
          3

          
            

          

        

        
           

        

      


      Original
        Purchaser:

      


      Name
        of Entity: ______________________________________

       

      Signature
        of Authorized Signatory of Entity:
        ________________________

       

      Name
        of Authorized Signatory: _________________________   

       

      Title
        of Authorized Signatory: __________________________   

      


       

       

       

       

      
        [Purchaser
          Signature to Amendment No. 1 to Registration Rights Agreement]

         

         

         

        4