SEC Connect





 











EXHIBIT
10.1


 



FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE
AGREEMENT


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE
AGREEMENT (this “Amendment”), dated as of May ___,
2017, by and among MEDITE Cancer Diagnostics, Inc., a Delaware
corporation, with headquarters located at 4203 SW 34th Street, Orlando,
Florida 32811 (the “Company”), and each buyer
identified on Schedule I of the Purchase Agreement (defined below),
as the same may be updated from time to time in accordance with
this Purchase Agreement (which buyer, including its successors and
assigns, a “Buyer” and collectively, the
“Buyers”).
 Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Purchase
Agreement. 

 






RECITALS



 



             

WHEREAS, the
Parties have entered into that certain Amended and Restated
Securities Purchase Agreement whereby the Company intends to
conduct a private placement of its common stock, par value $0.001,
at a per share price of $0.50, in accordance with Rule 506 of
Regulation D of the Securities Act of 1933, with a Maximum Offering
Amount of $4,250,000 (as the same may from time to time be amended,
modified, supplemented, or restated, the “Purchase Agreement”);
and







             

 







 


WHEREAS,
in accordance with Section 8(e) of the Purchase Agreement, the
Parties have agreed to amend the Purchase Agreement pursuant to
this Amendment, as set forth herein.






  



AGREEMENT



 



             

In consideration of
the mutual covenants and promises contained herein and for other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, each Party agrees to amend the Purchase
Agreement as follows:






 




1.

Amendment to Authorized
Warrants. The amount of Warrants authorized to be issued
pursuant to the Purchase Agreement is hereby increased from 2,
125,000 to up to 4,661,915.





 




2.

Amendment to Disclosure
Schedule.                                                                            





 




3.

Binding. The provisions of this
Amendment shall be binding on and shall inure to the benefit of the
parties hereto and their respective successors and
assigns.





 




4.

Effectiveness; Effective Date.
Except to the extent specifically set forth herein, all other terms
and provisions of the Purchase Agreement shall remain in full force
and effect without change. This Amendment shall be effective as of
the date first set forth above.





 




5.

Governing Law. This Amendment
shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to the conflict of law
provisions thereof.





 




6.

Counterparts. This
Amendment may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Amendment and
all of which, when taken together, will be deemed to constitute one
and the same agreement.





 


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

 


“COMPANY”

 


MEDITE
CANCER DIAGNOSTICS, INC.

 


 

 


By:
______________________________________


   
   David Patterson, Chief Executive Officer


 


“BUYER”


 


 


__________________________________________


 


 




 








 






 

 


EXHIBIT
“A”


 


Disclosure Schedule
3(c)