EXHIBIT
10.20


 


FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT


 


THIS
FIRST AMENDMENT TO COMMON STOCK PURCHASE
AGREEMENT (the “Amendment”), dated as of January 27, 2006, by and
between AKSYS, LTD., a Delaware corporation
(the “Company”), and FUSION CAPITAL FUND II,
LLC (the “Buyer”). 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings given them in the Common Stock Purchase Agreement.


 


WHEREAS,
the parties hereto are parties to a Common Stock Purchase Agreement dated as of
January 13, 2006 (the “Common Stock Purchase Agreement”) pursuant to which the
Buyer has agreed to purchase, and the Company has agreed to sell up to
$20,000,000 of the Common Stock;


 


WHEREAS,
the parties desire to amend the Common Stock Purchase Agreement;


 


NOW,
THEREFORE, in consideration of the agreements,
covenants and considerations contained herein, the parties hereto agree as
follows:


 


1.                                       Amendments.
Section 1(g) is hereby amended and restated in its entirety as follows:


 


(g)           Compliance with Principal Market
Rules.  The Company shall not effect
any sale under this Agreement and the Buyer shall not have the right or the
obligation to purchase shares of Common Stock under this Agreement to the
extent that after giving effect to such purchase the “Exchange Cap” shall be
deemed to be reached.  The “Exchange Cap”
shall be deemed to have been reached if, at any time prior to the shareholders
of the Company approving the transaction contemplated by this Agreement, upon a
purchase under this Agreement, the Purchase Shares issuable pursuant to such
purchase would, together with all Purchase Shares previously issued under this
Agreement, exceed 5,998,405 shares of Common Stock (19.99% of the 30,007,031
outstanding shares of Common Stock as of the date of this Agreement).  The Company may, but shall be under no
obligation to, request its shareholders to approve the transaction contemplated
by this Agreement.


 


2.                                       Effect
of Amendment/Incorporation of Certain Provisions.  Except as amended as set forth above, the Common
Stock Purchase Agreement shall continue in full force and effect.  The provisions set forth in Section 11 of the
Common Stock Purchase Agreement are hereby expressly incorporated by reference
into this Amendment.


 


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IN WITNESS WHEREOF,
the Buyer and the Company have caused this First Amendment to Common Stock
Purchase Agreement to be duly executed as of the date first written above.


 


 


	
   

  	
  THE COMPANY:

  	
   

  
	
   

  	
   

  
	
   

  	
  AKSYS, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William C. Dow

  	
   

  
	
   

  	
  Name:

  	
  William C. Dow

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  FUSION CAPITAL FUND II, LLC

  
	
   

  	
  BY: FUSION CAPITAL PARTNERS, LLC

  
	
   

  	
  BY: SGM HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven G. Martin

  	
   

  
	
   

  	
  Name:

  	
  Steven G. Martin

  
	
   

  	
  Title:

  	
  President

  
								



 


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