Exhibit 10.1


 


SIXTH AMENDMENT


TO


NOTE AND WARRANT PURCHASE AGREEMENT


 


THIS SIXTH AMENDMENT TO NOTE AND
WARRANT PURCHASE AGREEMENT
(this “Amendment”) is made and entered into as of November 12, 2010 by and
between TECHNISCAN, INC., (the “Issuer”)
and BIOTEX  PHARMA
INVESTMENTS, LLC (the “Lead Investor”).


 


R E C I T A L S:


 


WHEREAS, the Issuer and the Lead Investor desire to revise that
certain Note and Warrant Purchase Agreement dated March 30, 2010 entered
into by and among the Issuer, the Lead Investor, and the other investors listed
on Exhibit A thereto, as amended pursuant to that certain Amendment to
Note and Warrant Purchase Agreement dated as of May 19, 2010, that certain
Second Amendment to Note and Warrant Purchase Agreement dated as of September 30,
2010, that certain Third Amendment to Note and Warrant Purchase Agreement dated
as of October 5, 2010, that certain Fourth Amendment to Note and Warrant
Purchase Agreement dated as of October 13, 2010, and that certain Fifth
Amendment to Note and Warrant Purchase Agreement dated as of October 28,
2010 (collectively, the “Agreement”).


 


NOW, THEREFORE, in consideration of the foregoing and the mutual benefits
to be derived from this Amendment, the parties hereto hereby agree as follows:


 


1.                                      Amendment of the Agreement. 
Pursuant to Section 7.3 of the Agreement, Section 3.16(c) of
the Agreement is hereby revised to read as follows:


 


So long as the Notes are outstanding
and the Issuer has not completed a Qualified Financing, the Issuer shall not
without the consent of the Lead Investor enter into any Subsequent Financing
that is not a Qualified Financing (as defined in the Notes), provided that the
Issuer may, without the consent of the Lead Investor, sell up to an additional
$1.65 million in Second Lien Notes  (for
a total of $3.5 million in Notes including the $1.85 million in Notes being
sold on the date hereof), with accompanying Warrants, on the terms set forth
herein and in the other Transaction Documents.


 


2.                                       Continued Effect of the Agreement.  All provisions of the Agreement, except as
modified by this Amendment, shall remain in full force and effect and are
reaffirmed.  Other than as stated in this
Amendment, this Amendment shall not operate as a waiver of any condition or
obligation imposed on the parties under the Agreement.


 


3.                                      Interpretation of Amendment. 
In the event of any conflict, inconsistency, or incongruity between any
provision of this Amendment and any provision of the Agreement, the provisions
of this Amendment shall govern and control.


 


4.                                       Counterparts


 


This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same agreement.  A facsimile or e-mailed “.pdf” data file copy
of an original written signature shall be deemed to have the same effect as an
original written signature.


 

















 


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


 


	
  TECHNISCAN, INC.

  	
  BIOTEX PHARMA INVESTMENTS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ David C. Robinson

  	
   

  	
   

  	
  By:

  	
  /s/ Robert Kessler

  
	
  David C.
  Robinson

  	
   

  	
  Robert Kessler

  
	
  Chief
  Executive Officer

  	
   

  	
  Member