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Exhibit 10.10 (Revised June 22,
2007) CONSENT, WAIVER AND AMENDMENT
AGREEMENT (Convertible Debentures) This Consent,
Waiver and Amendment Agreement (this “Agreement”) is
entered into as of June 22, 2007, by and between each of the
undersigned purchasers, acting individually (individually a
“Purchaser” and collectively the
“Purchasers”), and Viking Systems, Inc., a Delaware
corporation (the “Company”). Pursuant to a
securities purchase agreement dated February 24, 2007 among the
Company and the Purchasers (the “Purchase Agreement”),
the Purchasers were issued secured convertible debentures (the
“Debentures”) and warrants (the “Warrants”)
to purchase shares of Common Stock, par value $.001 per share (the
“Common Stock”) and in the individual amounts set forth
below such Purchaser’s name on the signature pages to the
Purchase Agreement; The Company and the Purchasers desire to
provide for the issuance of shares of the Company’s common
stock to the purchasers for (i) the payment of Liquidated Damages
related to registration rights matters; and (ii) the payment of
accrued interest. The Company and Purchasers desire to amend
certain terms of the Transaction Documents and waive certain
provisions and other matters contained in the Transaction
Documents. NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for good and valuable
consideration the receipt and adequacy of which are hereby
acknowledged, the Purchasers and the Company agree as follows:
ARTICLE I DEFINITION S
Section 1. Definitions . Capitalized terms not
defined in this Agreement shall have the meanings ascribed to such
terms in the Purchase Agreement.
ARTICLE I I AMENDMENTS AND OTHER
AGREEMENT S
Section 2.1 Consent, Waivers and other Agreements.
a) The Transaction Documents provide that the Company shall
file various registration statements to register the Registrable
Securities as defined in the Registration Rights
Agreement). The Company has not filed a registration
statement as to the shares underlying the Debentures and the
Warrants (the “ Unregistered Shares ”) issued
pursuant to the Transaction Documents. The Purchasers
hereby agree to waive the requirements of Section 2(c) of the
Registration Rights Agreement, and agree that the Company shall not
be required to file a Registration Statement with the Commission
seeking to register any of the Unregistered Shares for resale by
the Purchasers prior to (i) the later of July 31, 2007 or (ii)
unless and until it receives a written request (a “ Demand
Notice ”, and the registration statement to be filed in
connection therewith, a “ Demand Registration ”)
by the Purchasers holding a majority or more of the Registrable
Securities. For clarity, in connection with any Demand
Registration, the “Filing Date” for purposes of the
Registration Rights Agreement shall be the 30th calendar day
following the date of the Demand Notice and the
“Effectiveness Date” shall be the 120th calendar day
following the Demand Notice.
b) Each Purchaser, severally, and not jointly with the
other Purchasers, hereby agrees that in lieu of the payment of (i)
accrued but unpaid cash Liquidated Damages under Section 2(b) of
the Registration Rights Agreement as to the Unregistered Shares in
the amounts set forth on Schedule A hereto; (ii) the payment
of accrued interest on the Debentures in the amounts set forth on
Schedule A hereto; and (iii) for the other consideration
given to the Purchasers hereunder, each Purchaser agrees to accept,
and the Company agrees to issue to the Purchasers, an aggregate of
2,389,570 shares of Common Stock (“ Liquidated Damages and
Interest Shares ”), subject to adjustment for reverse and
forward stock splits and the like). Each Purchaser shall
receive a number of Liquidated Damages
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