www.eXFILE.com 888-775-4789 --- NEXX SYSTEMS, INC.  FORM S-1


    EXHIBIT
10.15.1

     

     

     

    FIRST
AMENDMENT

    TO

    WARRANT

     

    This First
Amendment to Warrant (this “Amendment”) is entered into as
of July 25, 2008, by and between Hercules
Technology Growth Capital, Inc. (“Holder”) and NEXX
Systems, Inc. (“Company”).

     

    Recitals

     

    A.           Company
and Holder are parties to a Warrant dated as of December 19, 2006, (the “Warrant”).  Unless
otherwise defined herein, capitalized terms in this Amendment shall have the
meanings assigned in the Warrant.

     

    B.           In
connection to the execution of the Second Amendment to Loan and Security
Agreement by and betweeen Company and Holder on even date herewith, the parties
desire to amend the Warrant in accordance with the terms of this
Amendment.  Unless otherwise defined herein, capitalized terms in this
Amendment shall have the meanings assigned in the Warrant.

     

     

    Now,
Therefore, the parties agree as follows:

     

    1.   The first
paragraph of Section 1 of the Warrant is amended in its entirety to read as
follows:

     

    For value
received, the Company hereby grants to the Warrantholder, and the Warrantholder
is entitled, upon the terms and subject to the conditions hereinafter set forth,
to subscribe for and purchase, from the Company, _______ fully paid and
non-assessable shares of the Preferred Stock (as defined below) at a purchase
price of $____ per share (the “Exercise Price”).  The number and
Exercise Price of such shares are subject to adjustment as provided in Section
8.  As used herein, the following terms shall have the following
meanings:

     

    2.   The
defined term “Preferred Stock” set forth in Section 1 of the Warrant is amended
to read as follows:

     

    “Preferred Stock”
means the Series D Preferred Stock of the Company and any other stock into or
for which the Series D Preferred Stock may be converted or exchanged, and upon
and after the occurrence of an event which results in the automatic or voluntary
conversion, redemption or retirement of all (but not less than all) of the
outstanding shares of such Preferred Stock, including, without limitation, the
consummation of an Initial Public Offering of the Common Stock in which such a
conversion occurs, then from and after the date upon which such outstanding
shares are so converted, redeemed or retired, “Preferred Stock” shall mean such
Common Stock; and

     

    3.   All other
references in the Warrant to “Series C Preferred Stock” is hereby replaced with
“Series D Preferred Stock.”

     

    4.   This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
instrument.

     

    [Remainder
of this page intentionally left blank]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In Witness
Whereof, the undersigned have executed this Amendment to Warrant as of
the first date above written.

     

     

    
      	 
      	
              NEXX
      SYSTEMS, INC.

               

               

              By:
      /s/ Stanley
      Piekos                            
      

              Title:   CFO                 
                                   
      

            
	 
      	 
      
	 
      	
               

              Hercules
      Technology Growth Capital, Inc.

               

               

              By:
      /s/ K. Nicholas
      Martitsh           
            

              Title:   Associate General
      Counsel