Exhibit 4.2


 


AMENDMENT TO


VIKING SYSTEMS, INC.


COMMON STOCK PURCHASE WARRANTS ISSUED ON
MAY 10, 2011


 


THIS AMENDMENT TO VIKING
SYSTEMS, INC. COMMON STOCK PURCHASE WARRANTS ISSUED ON MAY 10, 2011 (this “Amendment”) is made and entered into
as of August 13, 2012, by and among Viking Systems, Inc., a Delaware corporation (the “Company”); and
the other persons and/or entities whose names are set forth on the signature pages hereto (collectively, the “Holders”
and each individually, a “Holder”).


 


RECITALS


 


WHEREAS, in connection
with that certain Purchase Agreement dated as of May 5, 2011 (the “Purchase Agreement”), by and between the
Company and the investors signatory thereto (the “Investors”), the Company issued a series common stock purchase
warrants, each of like tenor (each, a “Warrant” and, collectively, the “Warrants”) to the
Investors on May 10, 2011, pursuant to which the Company granted the Investors the right to subscribe to and purchase certain shares
of the Company’s common stock on the terms and subject to the conditions set forth therein (the “Warrant Shares”);


 


WHEREAS, on the date hereof,
the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CONMED Corporation, a
New York corporation (the “Parent”), and Arrow Merger Corporation, a Delaware corporation and a wholly-owned
subsidiary of Parent (the “Merger Sub”);


 


WHEREAS, the Holders have been provided
with the execution copy of the Merger Agreement and acknowledge that they will benefit directly and substantially from the consummation
of the transactions contemplated thereby;


WHEREAS, pursuant to Section 21 of the
Warrants, any term thereof may be amended or waived (including the adjustment provisions included in Section 8 thereof) upon the
written consent of the Company and the holders of Warrants representing more than fifty percent (50%) of the number of shares of
Common Stock then subject to all outstanding Warrants;


WHEREAS, as of the date hereof, the Holders
hold Warrants representing more than fifty percent (50%) of the number of shares of Common Stock then subject to all outstanding
Warrants; and


WHEREAS, as a condition
and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement,
the Holders and the Company have agreed to amend all of the Warrants, subject to the terms and conditions of this Amendment.


 


NOW THEREFORE, in consideration
of the foregoing and the mutual promises, covenants and agreements contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant
and agree as follows:


 



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Section 1. Definitions.


 


Capitalized terms used herein have the respective
meanings ascribed thereto in the Purchase Agreement dated May 5, 2011, the Warrants dated May 10, 2011, or the Merger Agreement
dated August 13, 2012 unless otherwise defined herein.


 


Section 2. Amendment to Warrants.


 


		1.	Section 8(b) is hereby amended by adding the following at the end thereof:



 


“Notwithstanding the foregoing
or anything else herein to the contrary, in the event that the Closing (as defined in the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of August 13, 2012, by and among the Company, CONMED Corporation, and Arrow Merger Corporation)
occurs, this Warrant shall, by virtue of the Merger (as defined in the Merger Agreement) and without any further action of any
person or entity, be cancelled, and the Warrantholder shall be entitled to such consideration, in each case as provided in Section
4.3(c) of the Merger Agreement.”


 


		2.	Waiver of Notice. Each Holder, by its acceptance of this Amendment, hereby waives any and
all notice provisions which may be required pursuant to Section 12(b) of the Warrant, as such notice may be applicable under the
Warrant pursuant to the Merger, Merger Agreement, or any related transaction.



 


		3.	Effect of Amendment. Except as expressly modified hereby, the Warrants remain unmodified
and in full force and effect.



 






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Section 3. Miscellaneous.


 


		1.	Counterparts. This Amendment may be executed in counterparts, and each counterpart shall
have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.



 


		2.	Entire Agreement; Amendment. This Amendment constitutes the entire agreement of the parties
hereto pertaining to the subject matter hereof. For the avoidance of doubt, this Amendment has been executed by holders of Warrants
representing more than fifty percent (50%) of the number of shares of Common Stock subject, as of the date hereof, to all outstanding
Warrants and, accordingly, all of the Warrants shall be deemed to be amended hereby. This Amendment shall not be amended, modified
or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.



 


		3.	Governing Law. This Amendment shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware applicable to contracts made and performed in such state, without regard to the principles
thereof regarding conflict of laws.



 


[Signature page follows]



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IN WITNESS HEREOF, the undersigned have executed
and delivered this Amendment as of August 13, 2012.


 


 


	 	VIKING SYSTEMS, INC.
	 	 
	 	 
	By:	/s/ John Kennedy
	Name:	John Kennedy
	Title:	President and Chief Executive Officer


 


 


 


		Address:	Viking Systems, Inc.

134 Flanders Road

Westborough, MA 01581

Attention: Robert Mathews, Chief Financial Officer

Facsimile Number: (508) 366-8858



 


With a copy to (which shall not constitute notice):


 


Trombly Business Law, PC


1320 Centre Street, Suite 202


Newton, MA 02459


Facsimile Number: (617) 663-6164


 


 


 


 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE PAGE FOR HOLDERS FOLLOWS]


 






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[HOLDER SIGNATURE PAGES FOR AMENDMENT TO WARRANT]


 


	
         

        Clinton Group, Inc. as the investment
        manager of

        Clinton Magnolia Master Fund,
        Ltd.

         

        By: /s/ Joseph
A. De Perio

      Name: Joseph A. De Perio

      Title: Senior Portfolio Manager

              Number of Warrant Shares: 5,100,000



 


 


 


 



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[HOLDER SIGNATURE PAGES FOR AMENDMENT TO WARRANT]


 


	
        DAFNA LifeScience, Ltd.

        By: /s/ John
        Scola                

              Name: John Scola

              Title: DAFNA Capital Management, LLC

              Number of Warrant Shares: 780,000

	 
	 
	
        DAFNA LifeScience Market Neutral,
        Ltd.

        By: /s/ John
        Scola                    

              Name: John Scola

              Title: DAFNA Capital Management, LLC

              Number of Warrant Shares:
        630,000

	 
	
        DAFNA LifeScience Select,
        Ltd.

        By: /s/ John
        Scola                    

              Name:John Scola

              Title: DAFNA Capital Management, LLC

              Number of Warrant Shares: 1,590,000

         



 


 


 


 






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