Exhibit 10.4


 


THIRD AMENDMENT TO COMMON
STOCK PURCHASE AGREEMENT AND WARRANT


 


Corgenix Medical
Corporation, a Nevada corporation (the “Company”), and Medical &
Biological Laboratories Co., Ltd., a corporation organized under the laws
of Japan (the “Purchaser”), hereby amend, as of the first day of August,
2010 (this “Third Amendment”), certain provisions of the Common Stock Purchase
Agreement dated as of July 1, 2002 and the Common Stock Purchase Warrant
dated as of July 3, 2002, each by and between the Company and the
Purchaser (the “Purchase Agreement”).


 


WITNESSETH


 


WHEREAS, the Company
and the Purchaser’s U.S. subsidiary, RhiGene, Inc. entered into a
Distribution Agreement dated as of March 14, 2002 (the “Distribution
Agreement”) providing the Company with certain distribution rights to
products manufactured by the Purchaser; and


 


WHEREAS, on July 1,
2002, the Company entered into a Common Stock Purchase Agreement with the
Purchaser (the “Purchase Agreement”) whereby the Purchaser purchased 880,282
shares of the Company’s restricted common stock (the “Purchased Stock”)
at a purchase price of $0.568 per share (an investment of $500,000), and
simultaneously with the execution of the Purchase Agreement, the Purchaser also
received a Common Stock Purchase Warrant (the “Warrant”), which entitles
the Purchaser to purchase an additional 880,282 shares of the Company’s common
stock at a price of $0.568 per share (a potential investment of $500,000); and


 


WHEREAS, the Purchase
Agreement included a put right entitling the Purchaser to require the Company
to repurchase the Purchased Stock upon termination of the Distribution
Agreement according to repayment terms set forth therein; and


 


WHEREAS, on March 31,
2005, the Distribution Agreement was terminated; and


 


WHEREAS, on March 31,
2005, the Company and MBL International Corporation (“MBLI”), a U.S. subsidiary
of the Purchaser, entered into a new distribution agreement (the “MBLI
Distribution Agreement”) providing the Company with certain distribution rights
to products manufactured by the Purchaser; and


 


WHEREAS, on August 1,
2005 the Company entered into an Amendment to Common Stock Purchase Agreement
and Common Stock Purchase Warrant with the Purchaser (the “First Amendment”)
whereby the rights to exercise the Warrant were extended until August 1,
2008, or such later date as the promissory note referred to in such Warrant is
paid in full, at a lower exercise price of $0.40 per share, the Purchaser’s put
right was exchanged for a promissory note (the “Original Promissory Note”) in
the face amount of $250,000 made payable to the Purchaser whereby the Company
would repurchase one-half of the Purchased Stock (440,141 shares) over a
thirty-six month period commencing as of September 1, 2005 and ending August 1,
2008 under certain terns and conditions, during the thirty-six month period the
Purchaser would attempt to


 

















 


sell in good faith on the
open market the Purchased Stock not being repurchased by the Company, and on August 1,
2008, the Company would purchase any remaining stock then held by the Purchaser
(the “Remaining Stock”) at a purchase price of $0.568 per share; and


 


WHEREAS, on August 1,
2008 in lieu of the Company’s purchase of all of the Remaining Stock as set
forth in the First Amendment, the Company and the Purchaser entered into a
Second Amendment to Common Stock Purchase Agreement and Common Stock Purchase
Warrant (the “Second Amendment”) whereby the rights to exercise the Warrant
were extended until August 1, 2010, or such later date as the promissory
note referred to in such Warrant would be paid in full, at a lower exercise
price of $0.40 per share, the Company issued a second promissory note (the “Second
Promissory Note”) in the face amount of $125,000 made payable to the Purchaser,
whereby the Company would repurchase one-half of the Purchased Stock (220,070
shares) over a twenty-four month period commencing as of September 1, 2008
and ending August 1, 2010 under certain terms and conditions, during the
twenty-four month period the Purchaser would attempt to sell in good faith on
the open market the Purchased Stock not being repurchased by the Company, and
on August 1, 2010, the Company would purchase any Remaining Stock then
held by the Purchaser at a purchase price of $0.568 per share; and


 


WHEREAS, as of the
date of this Third Amendment, the Company has repurchased 440,141 shares of the
Company’s Common Stock held by the Purchaser through payment in full of the
Original Promissory Note and, upon the payment in full of the Second Promissory
Note, the Company will have repurchased an additional 220,070 shares of the
Company’s Common Stock held by the Purchaser (for a total repurchase of 660,211
shares), and the Purchaser will continue to hold an additional 220,071 shares
of Company Common Stock; and


 


WHEREAS, the Company
and the Purchaser have evaluated certain of the original provisions of the
Purchase Agreement and the Warrant, as amended to date, and have deemed it to
be in their best interests, respectively, to amend the repayment terns
associated with the Purchaser’s rights with respect to the Remaining Stock.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


(1)           The second sentence of Section 1.2 of the Purchase
Agreement is hereby deleted in its entirety, and replaced with the following:


 


“The Warrant shall be
exercisable until August 1, 2012 at 5:00 pm Mountain Daylight Time;
provided however that the right to exercise the Warrant shall be extended until
the later of: (a) the date on which all amounts owed under the promissory
note of the Company dated as of August 1, 2010 issued to Medical and
Biological Laboratories, Co., Ltd. (“MBL”) are paid in full, and (b) the
date on which all remaining Purchased Shares held by the Purchaser shall have
been sold in the open market by MBL (at its option) or repurchased by the
Company (the “Expiration Date”).”


 

















 


(2)           Sections 8.2(C) and (D) of the Purchase
Agreement (as amended by the First Amendment and the Second Amendment)are
hereby deleted in their entirety and replaced with the following:


 


“(C) The Company shall
execute, issue and deliver to the Purchaser a promissory note (the “Third
Promissory Note”) in the face amount of $125,000 made payable to the Purchaser,
in the form attached hereto as Exhibit A, the proceeds of which the
Company shall use to repurchase the remaining 220,071 shares of the Purchased
Stock held by the Purchaser. Said promissory note shall be payable over a
two-year period commencing as of September 1, 2010 and ending August 1,
2012 during which term payments of principal and accrued interest shall be
made. For as long as any principal amount of the Third Promissory Note remains outstanding,
and subject to the optional ability of the Company to make prepayments pursuant
to the Third Promissory Note, the Company shall make principal payments to the
Purchaser on the first
day of each calendar month, commencing September 1, 2010, as follows: the
first twenty three (23) monthly installments shall each be in the amount
of FIVE THOUSAND TWO HUNDRED DOLLARS ($5,200); and the last monthly installment
shall be in the amount of FIVE THOUSAND FOUR HUNDRED DOLLARS ($5,400). Interest
on the unpaid balance of the promissory note shall accrue at a per annum rate
equal to the Prime Rate as published in The Wall Street Journal, plus
two percent (2%), and shall be paid monthly together with principal payments.


 


(D) Within thirty (30)
days of the execution of the Third Promissory Note, the Purchaser shall return
to the Company’s transfer agent the stock certificate representing the 220,071
shares of Purchased Stock owned by the Purchaser as of the date of the Second Promissory
Note, with instructions to the transfer agent to issue in replacement to the
Purchaser nine (9) certificates representing the following blocks of
Purchased Stock: seven (7) certificates each for twenty-seven thousand
five hundred eight (27,508) shares; and one (1) certificate for
twenty-seven thousand five hundred fifteen (27,515) shares. The Company shall
pay any necessary fees to the transfer agent for effecting the above action.


 


No later than fifteen (15)
days following the receipt by the Purchaser of payment by the Company of all
principal installments, plus accrued and unpaid interest, then due under the
Third Promissory Note, in accordance with the schedule attached to the Third
Promissory Note as Schedule I, the Purchaser shall return to the Company
for cancellation the stock certificate or certificates for the number of shares
of stock as set forth on such Schedule I that corresponds to such payment,
together with executed stock powers sufficient to transfer said shares back to
the Company.


 


(3)           Section 8.2(E) of the Purchase Agreement (which
was added by the Second Amendment) is hereby deleted in its entirety.


 

















 


(4)           The first sentence of Section 2 of the Warrant is
hereby amended by deleting the phrase:“This Warrant may be exercised prior to
the VOID date set forth above, but only during the term and continuance of that
certain Distribution Agreement & OEM Supply Agreement dated as of March 14,
2002 between the Company and RhiGene Inc., a domestic U.S. subsidiary of Holder
(“Distribution Agreement”),” and substituting the following therefor:


 


This Warrant may be
exercised on or prior to the Expiration Date as described in Section 13
hereof,”


 


(5)           Section 13 of the Warrant is hereby deleted in its
entirety and replaced with the following:


 


“This Warrant shall be
exercisable until August 1, 2012 at 5:00 pm Mountain Daylight Time;
provided however that the right to exercise the Warrant shall be extended until
the later of. (a) the date on which all amounts owed under the promissory
note of the Company dated August 1, 2010 issued to Medical and Biological
Laboratories, Co., Ltd. (“MBL”) are paid in full, and (b) the
date on which all remaining shares of Company Common Stock held by MBL shall
have been sold in the open market by MBL (at its option) or repurchased by the
Company (the “Expiration Date”).”


 


[Signature
page follows]


 

















 


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


 


 


	
   

  	
  CORGENIX MEDICAL
  CORPORATION, a Nevada Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/Douglass T. Simpson:

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:.

  	
  Douglass T. Simpson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDICAL &
  BIOLOGICAL LABORATORIES CO., LTD.,

  
	
   

  	
  a corporation organized
  under he laws of Japan

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Katsuhiko Nishida

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Katsuhiko Nishida

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO