exv4w1



 


Exhibit 4.1


AGREEMENT


     This Agreement (the “Agreement”) is entered into as of December 11, 2002,
by and between Computer Motion, Inc., a Delaware corporation (the “Company”),
and the persons and entities listed on Exhibit A hereto (each a “Purchaser” and
collectively, the “Purchasers”).


R E C I T A L S


     WHEREAS, the Company and the Purchasers have entered into that certain
Series C Convertible Preferred Stock Purchase Agreement, dated as of October
31, 2002 (the “Purchase Agreement”), pursuant to which the Company sold and
issued to the Purchasers shares of the Company’s Series C Convertible Preferred
Stock and warrants to purchase shares of the Company’s Common Stock;


     WHEREAS, the Company has filed its Certificate of Designations Setting
Forth the Preferences, Rights and Limitations of the Series C Convertible
Preferred Stock with the Secretary of State of the State of Delaware on October
31, 2002 (the “Certificate of Designations”); and


     WHEREAS, pursuant to Section 15 of the Certificate of Designations, the
parties desire to waive a certain provision of the Certificate of Designations
and amend such provision as hereinafter set forth.


     NOW, THEREFORE, the parties agree as follows:


A G R E E M E N T


     1.     Defined Terms. Capitalized terms used but not defined in this
Agreement shall have the meanings given to them in the Certificate of
Designations, as amended hereby.


     2.     Dividends on Series C Convertible Preferred Stock. The parties hereby
agree to waive the condition contained in the first sentence of Section 2 of
the Certificate of Designations requiring stockholder approval prior to a
reduction in the dividend rate from 12% to 8%. In lieu thereof, the parties
hereby agree that the dividend rate payable on the Stated Value of each share
of Series C Convertible Preferred Stock shall be set at the rate of 12% per
annum until January 31, 2003, decreasing to 8% per annum thereafter and
increasing to the rate of 12% per annum on the second anniversary of the
Initial Issuance Date.


     3.     Effect of Agreement. Except as provided in this Agreement, all of the
terms and conditions of the Certificate of Designations shall remain in full
force and effect.


     4.     Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions. This Agreement shall not be
interpreted or construed with any


 






 




presumption against the party causing this Agreement to be drafted.


     5.     Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by
each party and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first
written above.



	 	COMPUTER MOTION, INC.




	 	By:
 Name:

Title:




	 	PURCHASERS




	 	By:
 Name:

Title: