Exhibit 4.7
AMENDMENT NO. 1
TO THE
SERIES J WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
MEDPRO SAFETY PRODUCTS, INC.
THIS AMENDMENT NO.
1 TO THE SERIES J WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
MEDPRO SAFETY PRODUCTS, INC. (this “Amendment”), dated
as of August 18, 2008, is made by and between MedPro Safety
Products, Inc., a Nevada corporation (the “Issuer”) and
Vision Opportunity Master Fund, Ltd. (the
“Holder”).
Preliminary Statement
WHEREAS, the
Issuer is the issuer and the Holder is the holder of the Series J
Warrant to initially purchase shares of Common Stock of the Issuer
issued on December 28, 2007, (the “Warrant”);
and
WHEREAS, the
Issuer and Holder now desire and have agreed to amend the Series J
Warrant pursuant to this Amendment, such that upon exercise of the
Series J Warrant the Holder shall be entitled to purchase shares of
the Issuer’s newly issued Series B Convertible Preferred
Stock, as authorized by the Certificate of Designation to be filed
with the Nevada Secretary of State on or about the date hereof, a
form of which is attached as Exhibit A hereto, in lieu of
the Common Stock, at an exercise price of $8.72 per preferred
share; and
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
1.
Capitalized Terms . Capitalized terms used, but not defined,
herein, shall have the meanings ascribed to such terms in the
Warrant.
2.
The text on the first page of the warrant which reads “SERIES
J WARRANT TO PURCHASE SHARES OF COMMON STOCK” is hereby
deleted in its entirety and replaced with “SERIES J WARRANT
TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED
STOCK.”
3.
The text on the first page of the warrant which reads “Number
of shares: 5,975,116” is hereby deleted in its entirety and
replaced with “Number of shares: 1,493,779.”
4.
The paragraph on the first page of the warrant beginning with the
words “FOR VALUE RECEIVED” is hereby deleted in its
entirety and replaced with the following;
“FOR VALUE RECEIVED, the
undersigned, MedPro Safety Products, Inc., a Nevada corporation
(together with its successors and assigns, the “
Issuer ”), hereby certifies that Vision Opportunity
Master Fund, Ltd., or its registered assigns (the “
Holder ”) is entitled to subscribe for and purchase,
during the Term (as hereinafter defined), up to 1,493,779 shares of
the duly authorized, validly issued, fully paid and non-assessable
Series B
Convertible Preferred Stock
(“ Series B Preferred Stock ”) of the Issuer, at
an exercise price per share equal to the Warrant Price then in
effect, subject, however to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective
meanings specified in Section 9 hereof.”
5.
The words “Common Stock” whenever they appear in
Sections 4(a) and 3(c)(iii) are hereby deleted and replaced with
“Series B Preferred Stock.”
6.
References to the “Merger” in Section 4(a) are hereby
deleted.
7.
Sections 4(b), 4(c), 4(d), 4(e), 4(f), 4(g), 4(h), 5 and 7 are
hereby deleted in their entirety.
8.
The following definitions in Section 8 of the original Warrant are
hereby deleted in their entirety and replaced with the
following:
“ Warrant Price
” means $8.72
“ Warrant Stock
” means the Common Stock or Ser
