Exhibit 4.1


 


AMENDMENT TO


VIKING SYSTEMS, INC. 


COMMON STOCK PURCHASE WARRANT ISSUED TO 


HUGHES CAPITAL INVESTORS, LLC 


ON MAY 10, 2011


 


THIS AMENDMENT TO VIKING
SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT ISSUED TO HUGHES CAPITAL INVESTORS, LLC 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 Hughes Capital Investors, LLC, a Delaware limited liability company (“Hughes Capital”).


 


RECITALS


 


WHEREAS, in connection
with the private placement transaction contemplated by that certain Purchase Agreement dated as of May 5, 2011, and pursuant to
the consulting services agreement between the Company and Hughes Capital dated August 16, 2010, the Company issued a common stock
purchase warrant (the “Warrant”) to Hughes Capital on May 10, 2011, pursuant to which the Company granted Hughes
Capital the right to subscribe to and purchase certain shares of the Company’s common stock under 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, Hughes Capital has been provided
with the execution copy of the Merger Agreement and acknowledges that it will benefit directly and substantially from the consummation
of the transactions contemplated thereby; and


WHEREAS, as a condition
and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement,
Hughes Capital and the Company have agreed to amend the Warrant, 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:


 


Section 1. Definitions.


 


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


 





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Section 2. Amendment to Warrant.


 


		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. Hughes Capital, 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 Warrant remains unmodified
and in full force and effect.



 


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. 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 the date first written above.


 


 


 


 


	 	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 HUGHES CAPITAL FOLLOWS]


 






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[HUGHES CAPITAL SIGNATURE PAGE FOR AMENDMENT TO WARRANT]


 





Hughes Capital Investors, LLC


 


 


 


By:
/s/ Winder Hughes

      Name: Winder Hughes

      Title: Managing Member


      Number of Warrant Shares: 240,000






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