AMENDMENT AGREEMENT
Exhibit 10.1
This Amendment Agreement (this “Amendment”) dated as of February 9, 2017, is made by and between BIOSIG TECHNOLOGIES, INC. (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”).
Section 1. Modification to Warrants. The Company and the Holders hereby agree that Section 2(b) of the Warrants is hereby amended and restated in its entirety to read as follows:
Section 2. Modification to Purchase Agreement. The Company and the Holders hereby agree that:
2.1 The first and second paragraph of the recitals of the Purchase Agreement are hereby amended and restated in their entirety to read as follows:
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2.2 The definition of “Price Per Unit” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
‘“Price Per Unit” means $1.50.”’
2.3 The definition of “Units” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
‘“Units” means the Units issued pursuant to this Agreement, which shall consist of (a) one (1) share of Common Stock and (b) an Investor Warrant to purchase one half (0.5) of one (1) share of Common Stock, exercisable at a price of $1.50 per share of Common Stock for a period of three (3) years from the date of the applicable Closing (the “Warrant”).”’
Section 3. Issuance of Additional Units. Upon the execution of this Amendment, the Company shall issue each Purchaser additional Units equal to the excess of (A) the quotient of such Purchaser’s Subscription Amount (as defined in the Purchase Agreement) divided by $1.50 minus (B) the number of Units previously issued to such Purchaser under the Purchase Agreement.
Section 4. Binding Effect; Ratification. The Purchase Agreement and the Warrants, as amended by this Amendment, continue to be obligations of the Company and the Holders. All provisions of the Purchase Agreement and the Warrants remain in full force and effect as therein written, except as amended hereby.
Section 5. Construction and Choice of Law. This Amendment may be executed in several identical counterparts all of which shall constitute one and the same instrument. This Amendment shall be construed and enforced in accordance with the laws of the State of New York and applicable United States federal law.
Section 6. Notice of Final Agreement. This Amendment embodies the entire agreement and understanding between the parties with respect to modifications of documents provided for herein and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter, and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of Page Intentionally Left Blank; Signature Pages to Follow.]
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Executed as of the date first written above by:
COMPANY:
BIOSIG TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Londoner
Name: Xxxxxxx Londoner
Title: Chairman
HOLDERS:
AMERICAN EUROPEAN INSURANCE CO.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chairman
XXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Self
XXXXXX XXX
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Self
[Signature Page to Amendment Agreement]