Exhibit 10.1
AMENDMENT TO SERIES J WARRANT TO PURCHASE SHARES
OF
SERIES A CONVERTIBLE PREFERRED STOCK NUMBER
W-J-07-1
This Amendment to Series J
Warrant to Purchase Shares of Series A Convertible Preferred Stock
Number W-J-07-1 (the "Series J Warrant Amendment") is entered into
as of the Effective Date, by and between NovaRay Medical, Inc., a
Delaware corporation (the "Issuer") and Vision Opportunity Master
Fund ("Vision"). All capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in that certain Series J
Warrant to Purchase Shares of Series A Convertible Preferred Stock
Number W-J-07-1 issued as of December 27, 2007 (the "Series J
Warrant").
RECITALS
WHEREAS, the Issuer issued to
Vision the Series J Warrant exerciseable into up to 2,309,468
shares of the Issuer’s Series A Convertible Preferred Stock
at an exercise price equal to the Warrant Price then in
effect;
WHEREAS, pursuant to the Letter
Agreement dated as of August 29, 2008, Vision agrees to
exercise the Series J Warrant as amended by the Series J Warrant
Amendment as to at least 1,872,660 shares of the Issuer’s
Series A Convertible Preferred Stock on or prior to
September 8, 2008 such that Issuer receives proceeds of at
least $5,000,002.20;
WHEREAS, the Issuer and Vision
desire to increase the number of shares exerciseable under the
Series J Warrant to 3,745,320 shares of the Issuer’s Series A
Convertible Preferred Stock and to decrease the Warrant Price to
$2.67 as an inducement for such exercise;
NOW, THEREFORE, in compliance
with Section 8 of the Series J Warrant and in consideration of
the mutual promises and covenants set forth herein and in the
Series J Warrant, the Company and Vision hereby agree as
follows:
|
|
1.
|
Vision represents that it has not
transferred or assigned the Series J Warrant or any part thereof to
any third party.
|
|
|
2.
|
The text on the front page of the
Series J Warrant which reads "Number of Shares: 2,309,468" is
hereby deleted in its entirety and replaced with the text: "Number
of Shares: 3,745,320."
|
|
|
3.
|
The first paragraph of the Series
J Warrant is hereby amended to read in its entirety:
|
"FOR VALUE RECEIVED,
the
