Unassociated Document


 


Exhibit 10.29


 



AMENDMENT


TO


STOCK PURCHASE WARRANT


 


THIS AMENDMENT (“Amendment”) to that certain Stock Purchase Warrant (the “Warrant”), by and between COPsync, Inc., a Delaware corporation (the “Company”) and each of the persons that are signatories to this Amendment (“Investor”), is made as of December 15, 2015 (the “Effective Date”).


 


WHEREAS, pursuant to Section 1.2 of the Warrant, the Exercise Price of each Warrant is $0.15 per share, because the Public Offering did not close prior to October 1, 2015;


 


WHEREAS, on October 14, 2015, the Company effectuated a 50-for-1 reverse stock split, pursuant to which every 50 shares of common stock of the Company issued and outstanding immediately prior to such reverse stock split were automatically combined into 1 share of common stock of the Company (the “Reverse Stock Split”);


 


WHEREAS, pursuant to Section 9.2 of the Warrant, the Exercise Price was proportionately increased to $7.50 per share to reflect the Reverse Stock Split;


 


WHEREAS, the Company closed a Public Offering on November 18, 2015, pursuant to which the Company issued warrants to purchase shares of common stock at an exercise price of $3.125 (the “Public Offering Warrant Exercise Price”);


 


WHEREAS, the Company has sought consent of each Investor to amend the terms (the “Registration Rights Amendment”) of that certain Registration Rights Agreement between the Company and the Investors to (i) delay to December 18, 2015 the deadline to file a registration statement and (ii) waive any penalty fees owed to the Investors for the delay;


 


WHEREAS, the Company and Investor desire amend the Warrant to reduce the Exercise Price to the Public Offering Warrant Exercise Price; and


 


WHEREAS, the Company and Investor desire amend the Warrant to clarify the number of shares underlying such Warrant.


 


NOW, THEREFORE, in consideration of the mutual promises set forth herein, the foregoing recitals, which are incorporated herein; and intending to be legally bound hereby, the parties agree as follows:







1. Each capitalized term used in this Amendment shall have the same meaning ascribed to such term in the Warrant unless otherwise defined in this Amendment.


 


2. Upon the Registration Rights Amendment being signed by a majority of the Notes, then Section 1.2 of the Warrant is hereby amended and restated in its entirety to read as follows:


 


“1.2 ‘Exercise Price’ means $3.125.”


 




  





  











  











3. Upon the Registration Rights Amendment being signed by a majority of the Notes, then Section 2.1 of the Warrant is hereby amended and restated in its entirety to read as follows:


 


“2.1 This Warrant shall be exercisable for a number of Shares equal to 80% of the number of shares received by the Holder upon conversion of such Holder’s Notes, as set forth on Exhibit A of the Amendment, at the Exercise Price.”







4. The terms and provisions of this Amendment shall modify and supersede the Warrant.  All other terms and conditions of the Warrant remain in full force and effect.


 


This Amendment may be delivered by facsimile or electronic mail signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


[Signatures appear on the following page]


 


 


 




  





  











  






 


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













	  	
The Company


 


COPsync, Inc.


 


By:                                                                


Name: Ron Woessner


Title:   Chief Executive Officer







 


 


 


 


 




  






Signature Page to Amendment to Stock Purchase Warrant













  






 


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













	  	
Investor


 


 


                                                                        


 







 


 


 


 


 


 


 


 




  






Signature Page to Amendment to Stock Purchase Warrant













  






 


EXHIBIT A








	
Investor

	 	
Number of Underlying Shares

	 
	
Vaibhav Sagar

	 	 	2,947	 
	
Robert Miglani

	 	 	8,840	 
	
Richard Dvorak

	 	 	2,947	 
	
Magna Equities II, LLC

	 	 	29,463	 
	
Joseph Chalil

	 	 	7,366	 
	
Dominion Capital LLC

	 	 	29,463	 
	
Ajay Tandon

	 	 	5,882	 
	
Makarand Jawadekar

	 	 	2,941	 
	
Sujal D. Mehta

	 	 	2,941	 
	
East Bayview Holdings LLC

	 	 	58,810	 
	
Full Value Partners LP

	 	 	44,108	 
	
Opportunity Partners, LP

	 	 	36,757	 
	
Full Value Special Situations Fund LP

	 	 	2,941	 
	
MCM Opportunity Parnters, LP

	 	 	5,882	 
	
Calapasas West Partners, LP

	 	 	14,703	 
	
Mercury Partners, LP

	 	 	16,173	 
	
Steady Gain Paartners, LP

	 	 	26,465	 
	
Scott Dols

	 	 	29,405	 
	
Ascendant Parnters LLC

	 	 	14,703	 
	
Sunil Kumar Vandana Kumar

	 	 	4,412	 
	
Michael Spector

	 	 	14,703	 
	
Larry Horn

	 	 	58,810	 
	
Leonard M. Schiller Revocable Trust UAD 10/3/97

	 	 	7,352	 
	
Robert and Kathy Fries

	 	 	7,352	 
	
Joseph B. & Judy A. McGoldrick

	 	 	14,646	 
	
Hampel Family Limited Partnership

	 	 	29,291	 
	
Richard L. Heyden

	 	 	29,291	 
	
Vaibhav A. Sagar

	 	 	2,930	 
	
Robert Miglani

	 	 	8,788	 
	
Jan A. Roe

	 	 	7,322	 
	
Total Underlying Shares

	 	 	527,634