ex10_1.htm


    


     

    FIRST
      AMENDMENT TO

     

    SERIES
      A PREFERRED STOCK PURCHASE AGREEMENT

     

    


     

    This
      First Amendment (this “Amendment”) to the Series A Preferred
      Stock Purchase Agreement entered into as of November 30, 2006 (the
“Original Agreement”), by and between OcuSense, Inc., a
      Delaware corporation (“Company”) and OccuLogix, Inc., a
      Delaware corporation (“Purchaser”) is made effective this
      29th day of
      October, 2007, by and between Company and Purchaser.

     

    WHEREAS,
      pursuant to the Original Agreement, Company, among other things, sold Purchaser
      shares of its Series A Preferred Stock; and

     

    WHEREAS,
      pursuant to Section 1.4(c) of the Original Agreement, certain payments by
      Purchaser to Company are to be paid upon the achievement of certain milestones,
      including the Second Milestone; and

     

    WHEREAS,
      Company and Purchaser desire to amend and restate the definition of “Second
      Milestone” in the Original Agreement; and

     

    WHEREAS,
      pursuant to Section 9.9 of the Original Agreement, the Original Agreement may
      only be amended with the written consent of Company and Purchaser.

     

          
               NOW,
      THEREFORE, for valuable consideration received, the receipt of which is
      hereby acknowledged, Company and Purchaser hereby agree as follows:

     

    1.           The
      last clause of Section 1.4(c) of the Original Agreement, which commences
      immediately after the semi colon and which defines the term “Second Milestone,”
is hereby amended and restated in its entirety to read as follows:

     

    “and
      Second Milestone” means the achievement of the successful
      production and testing of (A) Osmolarity Beta Lab Cards and (B) the Osmolarity
      Beta Reader as further described on Schedule 1.4(c)(ii) hereto.”

     

    2.           Schedule
      1.4(c)(ii) to the Original Agreement is hereby amended and restated in its
      entirety to read as follows:

     

    “SCHEDULE
      1.4(c)(ii)

     

    Beta
      Lab Cards (Osmolarity)

     

    The
      Osmolarity Beta Lab Card is capable of effectively collecting 100 nanoliters
      of
      tear samples from a human subject and reliably interfacing with the Beta Reader
      to measure the osmolarity of the collected tears within a 3% (CV)
      tolerance.

     

    Beta
      Reader (Osmolarity)

     

    The
      Osmolarity Beta Reader demonstrates basic operation of an integrated system
      that
      includes prototype hardware and software that is able to interface to the
      Osmolarity Beta Lab Card and is capable of electrically measuring the Osmolarity
      of tears collected with the Osmolarity Beta Lab Card or referent
      solutions.”

     

    3.           Except
      as expressly amended as provided above, the Original Agreement shall remain
      unmodified and in full force and effect.

     

    4.           Any
      capitalized terms used but not defined herein shall have the meanings ascribed
      to them in the Original Agreement.

     

    5.           This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original.  Any party may execute this Amendment by facsimile
      signature, which shall be deemed to constitute an original for all
      purposes.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      written above.

    


    


    


    
      	
              COMPANY:

            	 	
                                                                                      
                OCUSENSE, INC.

            
	
                                                                                      
                By:

            	
              
                /s/Eric
                  Donsky

              

            
	 	
              Name:           Eric
                Donsky

            
	 	
              Title:             Chief
                Executive Officer

            
	 	 
	 	 	 	 
	
              PURCHASER:

            	 	
                                                                                      
                OCCULOGIX, INC.

            
	
                                                                                      
                By:

            	
              
                /s/Elias
                  Vamvakas

              

            
	 	
              Name:           Elias
                Vamvakas

            
	 	
              Title:             Chief
                Executive Officer

            
	 	 


    

     

    


     

    



    
      
              

                     
      

                  
      
      

                  OCUSENSE,
            INC.      

                  SIGNATURE
            PAGE TO      

                  FIRST
            AMENDMENT TO PREFERRED STOCK PURCHASE
            AGREEMENT