Exhibit 10.3
AMENDMENT TO
WARRANTS
TO PURCHASE SHARES OF COMMON
STOCK OF GLOWPOINT, INC.
THIS AMENDMENT TO WARRANTS TO PURCHASE SHARES OF
COMMON STOCK OF GLOWPOINT, INC. (this “Amendment”),
dated August 10, 2009, is made by and among Glowpoint, Inc., a
Delaware corporation (the “Issuer”), and the holders
listed on Exhibit A attached hereto (the
“Holder”).
Preliminary
Statement
WHEREAS, the Issuer is the issuer and the Holder
is the holder of the warrants listed opposite such Holder’s
name on Exhibit A (the “Warrant”), which may be a
Series A Warrant, Series A-2 Warrant, Series A-3 Warrant, or any
other series of warrant issued by the Issuer; and
WHEREAS, the Issuer and the Holder desire to
amend certain provisions of the Warrant as described
herein.
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. Amendment to
Warrant . Sections 4(d)-(f) are amended and restated
in their entirety to read as follows:
"(d) Issuance of Additional Shares of
Common Stock . In no event shall the Issuer, without
the consent of the Majority Holders, issue any Additional Shares of
Common Stock (otherwise than as provided in the foregoing
subsections (a) through (c) of this Section 4), at a price per
share less than the Warrant Price then in effect or without
consideration.
(e) Issuance of
Common Stock Equivalents . If no event shall the
Issuer, without the consent of the Majority Holders, issue or sell
any Common Stock Equivalents, whether or not the rights to exchange
or convert thereunder are immediately exercisable, and the
aggregate price per share for which Common Stock is issuable
upo
