exv10w1



 


Exhibit 10.1


AMENDMENT NO. 1 TO


SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


     This Amendment No. 1 to Series C Convertible Preferred Stock Purchase
Agreement (the “Amendment”) 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 “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 parties desire to amend the Agreement 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
Amendment shall have the meanings given to them in the Agreement, as amended
hereby.


     2.     Stockholder Approval. Section 3.13 shall be amended and restated to
read, in its entirety, as follows:


     “Within twenty (20) days following the Closing, the Company shall solicit
by proxy stockholder approval to authorize (i) the issuance to the Purchasers
of shares of Common Stock which the Purchasers could acquire upon conversion of
the Preferred Shares in accordance with the terms thereof, which maximum amount
is in excess of 20% of the currently outstanding shares of Common Stock of the
Company and (ii) the purchase by Robert W. Duggan of up to an aggregate of four
million dollars ($4,000,000) Stated Value of Series C Preferred Shares. If
stockholder approval is not obtained within ninety (90) days following the
Closing, each Purchaser shall have the option to redeem one-half (1/2) of its
Series C Preferred Shares originally purchased at a redemption price of one
hundred percent (100%) of the face value of such Series C Preferred Shares plus
accrued and unpaid dividends and upon payment in full, the Purchasers shall
surrender certificates representing such redeemed Series C Preferred Shares for
cancellation.”


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


     4.     Governing Law. This Amendment 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 Amendment shall not be interpreted or construed
with any presumption against the party causing this Amendment to be drafted.


     5.     Counterparts. This Amendment 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 Amendment 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: