Exhibit A
Option
(Attached)
AMENDMENT NO. 1
TO OPTION
This Amendment No. 1 is made as of October 16, 2008 between Zynex, Inc.
(formerly known as Zynex Medical Holdings, Inc.)
(the "Company") and Stalwart Investments, LLC ("Stalwart").
RECITALS
On September 27, 2004, the Company granted to Stalwart the Option
attached as Exhibit A (the "Option"). Stalwart has exercised the Option for
100,000 shares at the exercise price of $0.40 per share. There remains subject
to the Option, prior to this Amendment, a total of 1,800,000 shares of common
stock of the Company at an exercise price from $1.75 per share to $4.00 per
share. The parties wish to amend the Option as stated in this Amendment.
AGREEMENT
In consideration of the amendments stated below, the parties agree as
follows.
1. Cashless Exercise.
(a) The holder of the (Option may exercise in whole or part, from time to
time prior to the expiration date, by delivery to the Company of a
duly executed Notice of Exercise, the following parts of the Option
(a) for cash or (b) by conversion in a cashless exercise as explained
below:
400,000 at $1.75 each
200,000 at $2.00 each
200,000 at $2.25 each
200,000 at $2.50 each
(b) In any such a cashless exercise, the holder may convert any of the
above listed parts of the Option into a number of shares of the
Company commons tock determined by dividing (a) the aggregate fair
market value of the shares of common stock of the Company for which
the Option is being exercised and are otherwise issuable upon the
exercise of the Option minus the aggregate exercise price of the
shares for which the Option is being exercised by (b) the fair market
value of one share of common stock of the Company. (c) If the
Company's common stock is traded in a public market, the fair market
value of each share of common stock shall be the closing price of a
share reported for the business day immediately before the holder
delivers its Notice of Exercise to the Company. If the Company's
common stock is traded in a public market but there is no such closing
price, then the fair market value shall be the average of the closing
bid and asked prices reported for the business day immediately before
the delivery of such Notice of Exercise. If the Company's stock is not
traded in a public market, the Board of Directors of the company shall
determine the fair market value in its reasonable good faith judgment
as of the business day immediately before the holder delivers its
Notice of Exercise to the Company. (d) The Notice of Exercise shall be
in the form of notice attached as Exhibit B.
2. Cancellation of Part of the Option
(a) The Company and Stalwart agree that, as of the date of this
Amendment, the following parts of the Option are hereby cancelled
and may not be exercised in any manner:
200,000 at $2.75 each
200,000 at $3.00 each
200,000 at $3.50 each
(b) The following part of the Option shall remain exercisable by the
holder for cash only:
200,000 at $4.00 each
3. Confirmation. The Company and Stalwart confirm that the Option
attached hereto as Exhibit A as amended by Sections 1 and 2 above constitutes
the entire Option and that no consideration other than as stated in this
Amendment has been provided by the Company or Stalwart for the changes stated in
this Amendment.
The parties have executed this Amendment effective as of the date
stated above.
ZYNEX, INC.
By: __________________________
Name: Xxxxxx Xxxxxxxxx
Title: President and Chief Executive Officer
STALWART INVESTMENT, LLC
By: ___________________________
Name: Xxxxx Xxxxxx
Title: Managing Member
October 20, 2008
