Exhibit 10.1


 


AMENDMENT AND RESTATEMENT AGREEMENT


 


This AMENDMENT
AND RESTATEMENT AGREEMENT (this “Amendment Agreement”) is made as of November 29, 2018 between Precipio,
Inc., a Delaware corporation (the “Company”) and the Investors set forth in Exhibit A attached hereto
(each an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Company
and certain of the Investors identified in Part A of Exhibit A have entered into a Securities Purchase Agreement dated as
of April 20, 2018 (the “Purchase Agreement”) pursuant to which Company agreed to issue up to approximately $3,296,703.30
in 8% Senior Secured Convertible Promissory notes with 100% common stock warrant coverage pursuant to the form of notes and warrants
set out as Exhibit A (Notes) and Exhibit C (Warrants) (respectively) to the Purchase Agreement (the “Transaction”).


 


WHEREAS, the Company and
the Investors wish to amend the Purchase Agreement and the related Transaction Documents, inter alia, by (i) amending certain terms
of the Purchase Agreement as set out herein, (ii) amending Schedule A to the Purchase Agreement to include additional investors
whose identity is set out in Part B of Exhibit A hereto; (iii) increasing the amount of the Notes issuable by the Company
by up to $1,318,681.32 additional Notes; (iv) amending certain terms of the Notes that were previously issued by the Company to
the Investors (iv) amending certain terms of the Warrants which shall be issued in connection with the additional Notes (v) adding
the Investors set out in Part B of Exhibit A as party a “Secured Party” to the General Security Agreement dated
April 20, 2018.


 


NOW, THEREFORE, in consideration
of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


§1. Definitions. Capitalized terms
which are used herein without definition and which are defined in the Purchase Agreement shall have the same meanings herein as
in the Purchase Agreement.


 


§2. Amendment to Purchase Agreement: 


 


		(a)	Amendment to Schedule A to the Purchase Agreement (Schedule of Investors): Schedule A to the Purchase Agreement is hereby amended
by deleting Schedule A in its entirety and substituting in place thereof with Schedule A attached hereto as Exhibit
A.



 


		(b)	Section 1.1 - the definition of “Notes” is hereby amended by substituting the words “up to $3,296,703.30”
with up to “$4,615,384.62”.



 


		(c)	Section 1.1 – a new definition of “Additional Notes” shall be added which reads “up to $1,318,681.32
principal amount of Notes”



 


		(d)	Section 2.1 of the Purchase Agreement is hereby amended by adding a new sub-paragraph (c) as follows: “The Purchasers
will purchase the Additional Notes, together with Warrants, in one or more tranches, on or before December 31, 2018.



 


§3. Amendment to the Notes: 


 


		(a)	The definition of “Floor Price” in all of the Notes, whether issued prior to the date hereof or to be issued by
the Company to the Investors in connection with the Agreement, shall be hereby amended by deleting such definition in its entirety
and restating it as follows: “Floor Price” means $ 0.15 per share”.



 


		(b)	Section 4(b) of the Note shall hereby amended by deleting it in its entirety and substituting in place thereof of the following
new section 4(b) which reads: “Conversion Price. The conversion price in effect on any Conversion Date shall be equal to
greater of (x) $0.25 or (y) $.05 above the closing bid price of the Common Stock on the date prior to the Original Issue Date (the
“Conversion Price”). In the event this Note is not paid in full prior to 180 days after the Original Issue Date, the
Conversion Price shall be equal to 80% of the lowest VWAP in the 10 trading days prior to the date of the notice of conversion,
but in no event below the Floor Price.”



 






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§4. Amendment to the Warrants:


 


		(a)	Warrants issued by the Company to the Investors in connection with the Additional Notes;



 


		a.	shall have exercise price of %0.36 and Section 1(b) in the Warrant shall be amended to read “For purposes of this Warrant,
“Exercise Price” means $0.36, subject to adjustment as provided herein.



 


		b.	shall have an exercise term of five years.



 


§5. Amendment to the General Security Agreement


 


Each of the Investors set out in Part B of Exhibit A shall be added
to the General Security Agreement as a “Secured Party” (as that term is defined in the General Security Agreement).


 


§6. Representations and Warranties. The
Company hereby represents and warrants as follows:


 


(a) Representations and Warranties
in Purchase Agreement. The representations and warranties of the Company contained in the Purchase Agreement were true and
correct as of the date made and are also true on and as of the date hereof and with the same force and effect as it made on and
as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of
such specific date).


(b) No Default. No Default or Event
of Default has occurred and is continuing.


 


(c) Authority, Etc.
The execution and delivery by the Company of this Amendment Agreement and the Company’s performance of this Amendment Agreement
and the Purchase Agreement as amended (i) are within the Company’s powers, (ii) have been duly authorized by all
necessary action on the part of the Company, (iii) require no authorization or action by or in respect of, or filing with,
any governmental body, agency or official or any shareholder or creditor of the Company, (iv) do not contravene, or constitute
a default under, any provision of (A) any Applicable Law, (B) the Charter Documents of the Company, (C) any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company.


 


(d) Enforceability of Obligations.
This Amendment Agreement has been duly executed and delivered by the Company. Each of this Amendment Agreement and the Purchase
Agreement as amended, constitutes the valid and legally binding agreement of the Company, in each case enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and general principles of equity (regardless of whether enforcement is sought in equity or at law).


 


§7. Effectiveness. This Amendment Agreement
shall be effective as of the date first written above upon the execution and delivery of this Amendment Agreement by the Company
and the Investors, the execution by the Company and the Investors set out in Part B of Exhibit A of the Securities Purchase
Agreement and the Security Agreement by which signature the additional investors shall become party to the aforementioned agreements.


 


§8. Miscellaneous. This Amendment Agreement
shall be a Transaction Document for all purposes under the Purchase Agreement. This Amendment Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Except as specifically amended by this Amendment Agreement, the
Purchase Agreement and all other Transaction Documents executed and delivered in connection with the Purchase Agreement shall remain
in full force and effect. This Amendment Agreement is limited specifically to the matters set forth herein and does not constitute
directly or by implication an amendment or waiver of any other provision of the Purchase Agreement or any of the other Transaction
Documents.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment Agreement to be duly executed by their respective authorized signatories as of the date
first indicated above.


 


PRECIPIO, INC.


 


	 	By: 	 /s/ Ilan Danieli	 
	 	 	 
	 	Name: Ilan Danieli	 
	 	 	 
	 	Title: CEO	 


 


With a copy to (which shall not constitute notice):


 


Goodwin Proctor LLP


620 Eight Avenue


New York, NY 10018


Attn.: Stephen M. Davis, Esq.


Facsimile: (212) 813-8804


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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INVESTORS SIGNATURE PAGE TO AMENDMENT
AGREEMENT


 


IN WITNESS WHEREOF, the
undersigned have caused this Amendment Agreement to be duly executed by their respective authorized signatories as of the date
first indicated above.


 


Name of Investor:


 


	Signature of Authorized Signatory of Investor:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Email Address of Authorized Signatory:	 


 


	 
	Address for Notice to Investor:


 


	Address for Delivery of Securities to Investor (if not same as address for notice):


 


	Subscription Amount:	 	 


 


	EIN Number:	 	 


 


	Wire Instructions: 	 	 


 

















[SIGNATURE PAGES CONTINUE]


 




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EXHIBIT A


SCHEDULE OF INVESTORS


 


Part A


 


 


 


 





 


Part B


 


 


 





 



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