Exhibit 10.1


 


AMERICAN SHARED HOSPITAL SERVICES


 


WARRANT AMENDMENT AGREEMENT


  


This warrant amendment agreement, dated
as of December 5, 2014, (this “Amendment”), is entered into by and among American Hospital Services, a California
corporation (the “Company”), and Raymond C. Stachowiak, John F. Ruffle, Mert Ozyurek and David A. Larson, M.D.
(each an “Investor” and, collectively, the “Investors”);


 


WHEREAS, the Company entered into the Note
and Warrant Purchase Agreement between and among the Company and the Investors, dated as of October 22, 2014 (the “Purchase
Agreement”);


 


WHEREAS, the Company issued to the Investors
warrants pursuant to the Purchase Agreement (the “Original Warrant”);


 


WHEREAS, the Company desires to amend and
restate the Original Warrant issued pursuant to the Purchase Agreement by removing the text of and references to Section 7(b) to
comply with certain rules of the New York Stock Exchange MKT;


 


WHEREAS, the Company and the Investors agree
that all other terms of the Original Warrant (including its date of issuance, number of underlying shares, exercise price and other
anti-dilution protections) shall remain unchanged and in full force and effect;


 


NOW THEREFORE, in consideration of the premises
and of the mutual agreements herein contained, each Investor hereby agrees to deliver his Original Warrant to the Company for cancellation
and to accept in exchange an amended and restated warrant in the form of Exhibit A.


 




    	 



    	 



    

 


The parties have caused this Amendment to
be duly executed and delivered as of the date and year first written above.


 


	COMPANY:	 
	 	 
	AMERICAN SHARED HOSPITAL SERVICES	 
	 	 
	By:	/s/ Ernest A. Bates, M.D.	 
	 	 	 


 




    	 



    	 



    

 


INVESTORS:


 


	Raymond C. Stachowiak	 
	By:	/s/ Raymond C. Stachowiak	 


 


	John F. Ruffle	 
	By:	/s/ John F. Ruffle	 


 


	Mert Ozyurek	 
	By:	/s/ Mert Ozyurek	 


 


	David A. Larson, M.D.	 
	By:	/s/ David A. Larson, M.D.	 


 




    	 



    	 



    

 


Exhibit A


 


AMERICAN SHARED HOSPITAL SERVICES



AMENDED AND RESTATED

WARRANT FOR THE PURCHASE OF SHARES OF

COMMON STOCK OF AMERICAN SHARED HOSPITAL SERVICES


 


	No. ____	Warrant to Purchase

_________ Shares


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAW. IT MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO THE PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, ASSIGNMENT, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


This Warrant (“Amended Warrant”)
is issued pursuant to the terms of the Warrant Amendment Agreement dated as of December 5, 2014 among American Shared Hospital
Services (the “Company”) and the other parties thereto, and amends and restates the terms of the warrant issued
to [ ], his successor or permitted assigns (the “Holder”), on October 22, 2014 (the “Original Warrant”)
in connection with the Note and Warrant Purchase Agreement between and among the Company and Raymond C. Stachowiak, John F. Ruffle,
Mert Ozyurek and David A. Larson, M.D., dated as of October 22, 2014.


 


By accepting this Amended Warrant, the Holder
hereby (i) represents that the Original Warrant has not been transferred and (ii) surrenders to the Company for cancellation the
Original Warrant. The Holder and the Company hereby acknowledge and agree that upon the issuance of this Amended Warrant, all of
the Company’s obligations under such Original Warrant shall be discharged and released in full without any further action
on the part of the Company or the Holder.


 


FOR VALUE RECEIVED, AMERICAN SHARED HOSPITAL
SERVICES, a California corporation, hereby certifies that the Holder is entitled, subject to the provisions of this Warrant,
to purchase from the Company, at the times specified herein, [ ] fully paid and non-assessable shares of Common Stock of the Company,
no par value per share (the “Common Stock”), at a purchase price per share equal to the Exercise Price (as hereinafter
defined). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a
share of Common Stock are subject to adjustment from time to time as hereinafter set forth.


 


1.                    Definitions.
a) The following terms, as used herein, have the following meanings:


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Aggregate Offering Price”
shall mean, calculated on a per share of Common Stock basis, (i) in respect of any Common Stock, the consideration received by
the Company for the issuance of such Common Stock and (ii) in respect of any convertible securities (as defined in paragraph ‎8(b)),
the sum of (A) the consideration received by the Company for the issuance of such convertible securities plus (B) the consideration
payable to the Company upon exercise, exchange or conversion in full of such convertible securities (excluding the forfeiture of
such convertible securities) for the issuance of the underlying shares of Common Stock.


 


“Board of Directors”
means the board of directors of the Company.


 






    	 



    	 



    

 


“Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close.


 


“Current Market Price Per Common
Share” means, on any determination date, the average of the Daily Prices per share of Common Stock for the 20 consecutive
trading days immediately prior to such date. If, on any determination date, the shares of Common Stock are not traded on a national
securities exchange or quoted by any regulated quotation service, the Current Market Price Per Common Share shall be the fair market
value per share as determined in good faith by the Board.


 


“Daily Price” means (i)
if the shares of Common Stock are then listed and traded on a national securities exchange, the closing price on the applicable
day as reported by the principal national securities exchange on which such shares are listed and traded and (ii) if such shares
are not then listed and traded on a national securities exchange, the closing price on such day as quoted by any regulated quotation
service.


 


“Excluded Securities”
means shares of Common Stock issued or issuable (i) pursuant to the Company’s stock option plan or any similar employee compensation
plan of the Company that is approved by the Board of Directors, (ii) pursuant to the exercise of any convertible securities if
no adjustment was required pursuant to paragraph 7(b) at the time such convertible security was issued, (iii) pursuant to an underwritten
public offering and (iv) as consideration for or to fund the acquisition of any company, business or asset.


 


“Exercise Price” means
$2.20 per Warrant Share, as the same may be adjusted from time to time as provided in this Warrant.


 


“Expiration Time” means
5:00 p.m. New York City on October 22, 2017.


 


“Note and Warrant Purchase Agreement”
means the Note and Warrant Purchase Agreement dated as of the date hereof among the Company and the holders listed on the signature
pages thereto, as the same may be amended from time to time.


 


“Person” means an individual,
corporation, partnership, limited liability company, association, trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Warrant Shares” means
the shares of Common Stock deliverable upon exercise of this Warrant, as the same may be adjusted from time to time as provided
in this Warrant.


 


(b)          Capitalized
terms used but not defined in this Warrant shall have the meanings assigned to such terms in the Note and Warrant Purchase Agreement.


 


2.                         Exercise
of Warrant.


 


(a)          The
Holder is entitled to exercise this Warrant in whole or in part at any time, or from time to time, commencing on the first anniversary
of the Closing Date and ending at the Expiration Time. To exercise this Warrant, the Holder shall deliver to the Company i) an
executed Warrant Exercise Notice substantially in the form annexed to this Warrant, ii) this Warrant and iii) subject to paragraph
‎2(e), the applicable Exercise Price. Upon such delivery and payment, the Holder shall be deemed to be the holder of record
of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed
or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.


 


(b)          The
Exercise Price may be paid either by wire transfer of immediately available funds to an account designated by the Company or by
certified or official bank check or bank cashier’s check payable to the order of the Company. The Company shall pay any and
all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares; provided
that the Company shall not be required to pay any taxes that may be payable in respect of any transfer involved in the issuance
and delivery of the Warrant Shares in a name other than that of the Holder.


 






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(c)          If
the Holder exercises this Warrant in part, this Warrant shall be surrendered by the Holder to the Company and a new Warrant of
the same tenor and for the unexercised number of Warrant Shares registered in the name of the Holder shall be executed by the Company
as promptly as reasonably practicable.


 


(d)          Upon
surrender of this Warrant in conformity with the foregoing provisions, the Company shall transfer to the Holder appropriate evidence
of ownership of the shares of Common Stock or other securities or property (including any money) to which the Holder is entitled,
registered or otherwise placed in, or payable to the order of, the name or names of the Holder as may be directed in writing by
the Holder, and shall promptly deliver such evidence of ownership and any other securities or property (including any money) to
the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided
in paragraph ‎5 below.


 


(e)          In
lieu of making a cash payment of the Exercise Price to exercise this Warrant pursuant to paragraph ‎2(a) (but in all other
respects in accordance with the exercise procedure set forth in paragraph ‎2(a)), the Holder may elect to convert this Warrant
into shares of Common Stock, in which event the Company will issue to the Holder the number of shares of Common Stock equal to
the amount resulting from the following equation:


 


X = (A - B) x C where:

A


 


X =     the number of shares of
Common Stock issuable upon exercise pursuant to this paragraph ‎2(e);


 


A =     the Current Market Price
Per Common Share on the date on which the Holder delivers a Warrant Exercise Notice to the Company pursuant to paragraph ‎2(a);


 


B =     the Exercise Price; and


 


C =     the number of shares of
Common Stock as to which this Warrant is being exercised pursuant to paragraph ‎2(a).


 


If the foregoing calculation results in
zero or a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this paragraph ‎2(e).


 


3.                    Restrictive
Legend. Certificates representing shares of Common Stock issued pursuant to this Warrant shall bear a legend substantially
in the form of the legend set forth on the first page of this Warrant to the extent that and for so long as such legend is required
pursuant to applicable securities laws.


 


4.                    Reservation
of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this
Warrant such number of its authorized but unissued shares of Common Stock or other securities of the Company from time to time
issuable upon exercise of this Warrant as will be sufficient to permit the exercise in full of this Warrant. All such shares shall
be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear
of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights,
in each case except restrictions on transfer contemplated by paragraph ‎3, to the extent set forth in the Note and Warrant
Purchase Agreement and to the extent created by the Holder.


 


5.                    Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, and
in lieu of delivery of any such fractional share to which the Holder may be entitled upon any exercise of this Warrant, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by the Current Market Price Per Common Share on the
Business Day immediately preceding the date on which the Holder delivers the Warrant Exercise Notice pursuant to paragraph ‎2(a).


 


6.                    Loss
or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion)
of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new
Warrant of like tenor and date.


 






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7.                         Anti-dilution
Provisions.


 


(a)          Common
Stock Dividends, Subdivisions or Combinations. If the Company shall at any time after the date hereof (A) declare and pay a
dividend or make a distribution on Common Stock payable in Common Stock, (B) subdivide or split the outstanding shares of Common
Stock into a greater number of shares or (C) combine or reclassify the outstanding shares of Common Stock into a smaller number
of shares, then in each such case:


 


(i)                         the
number of Warrant Shares issuable upon exercise of this Warrant thereafter shall be proportionately adjusted so that the exercise
of this Warrant after such event shall entitle the Holder to receive the aggregate number of shares of Common Stock that such Holder
would have been entitled to receive had such Holder exercised this Warrant immediately prior to such event; and


 


(ii)                         the
Exercise Price thereafter shall be adjusted to equal the product of the Exercise Price in effect immediately prior to such event
multiplied by a fraction (a) the numerator of which shall be the number of Warrant Shares issuable upon the exercise of this Warrant
immediately prior to such event and (b) the denominator of which shall be the number of Warrant Shares issuable upon the exercise
of this Warrant immediately following such event.


 


Any adjustment made pursuant to this paragraph
‎7(a) shall become effective immediately after the applicable record date in the case of a dividend or distribution and immediately
after the applicable effective date in the case of a subdivision, split, combination or reclassification.


 


(b)          [Reserved.]


 


(c)          Consolidation,
Merger or Sale of Assets. In the event of any consolidation of the Company with, or merger of the Company into, any other Person,
any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the
Company to the Person formed by such consolidation or resulting from such merger, as the case may be, the Holder shall have the
right thereafter to exercise this Warrant for the kind and amount of securities, cash and/or other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been
exercised immediately prior to such consolidation, merger, sale or transfer. In determining the kind and amount of securities,
cash and/or other property receivable upon such consolidation, merger, sale or transfer, if the holders of Common Stock have the
right to elect as to the consideration to be received upon the consummation of such consolidation, merger, sale or transfer, then
the consideration that the Holder shall be entitled to receive upon exercise shall be deemed to be the kind and amount of consideration
received by the majority of all holders of Common Stock that affirmatively make an election (or of all such holders if none make
an election). Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective
provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract
of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights
of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume
the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property.


 


(d)          Certain
Determinations. For purposes of any computation of any adjustment required under this paragraph 7:


 


(i)                         adjustments
shall be made successively whenever any event giving rise to such an adjustment shall occur;


 






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(ii)                         if
any portion of any consideration to be received by the Company in a transaction giving rise to such an adjustment shall be in a
form other than cash, the fair market value of such non-cash consideration shall be utilized in such computation. Such fair market
value shall be determined by the Board of Directors; provided that if the Holder shall object to any such determination,
the Board of Directors shall retain an independent appraiser reasonably satisfactory to the Holder to determine such fair market
value. The expense of such independent appraiser shall be shared equally by the Company and the Holder. The Holder shall be notified
promptly of any consideration other than cash to be received by the Company and furnished with a description of the consideration
and the fair market value thereof, as determined in accordance with the foregoing provisions;


 


(iii)                         such
calculations shall be made to the nearest one-tenth of a cent or to the nearest hundredth of a share, as the case may be; and


 


(iv)                         no
adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant, as the case may be, shall
be required if the amount of such adjustment would be less than one-tenth of a cent or hundredth of a share, as the case may be;
provided that any adjustments which by reason of this paragraph ‎7(e)(iv) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.


 


(e)          Certificates
as to Adjustments. Upon the occurrence of each adjustment to the Exercise Price and/or the number of Warrant Shares issuable
upon exercise of this Warrant, the Company shall promptly compute such adjustment in accordance with the terms hereof and furnish
to the Holder a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment
is based.


 


(f)          Notices.
In the event that the Company shall propose at any time to effect any of the events described in paragraphs ‎(a) through ‎(e)
above that would result in an adjustment to the Exercise Price, the number of Warrant Shares issuable upon exercise of this Warrant
or a change in the type of securities or property to be delivered upon exercise of this Warrant, the Company shall send notice
to the Holder in the manner set forth in paragraph ‎8. In the case of a dividend or other distribution, such notice shall be
sent at least 10 days prior to the applicable record date and shall specify such record date and the date on which such dividend
or other distribution is to be made. In any other case, such notice shall be sent at least 15 days prior to the effective date
of any such event and shall specify such effective date. In all cases, such notice shall specify such event in reasonable detail,
including the effect on the Exercise Price and the number, kind or class of securities or other property issuable upon exercise
of this Warrant. Failure to furnish any certificate pursuant to paragraph 7(e) or to give any notice pursuant to this paragraph
7(f), or any defect in any such certificate or notice, shall not affect the legality or the validity of the adjustment of the Exercise
Price and/or the number of securities, cash and/or other property issuable upon exercise of this Warrant, or any transaction giving
rise thereto.


 


8.                         Notices.
Any notice, demand or delivery authorized by this Warrant shall be in writing and shall be given to the Holder or the Company,
as the case may be, at the respective addresses of the parties as set forth in the Note and Warrant Purchase Agreement, or such
other address (or facsimile number) as shall have been furnished to the party giving or making such notice, demand or delivery.
Each such notice, demand or delivery shall be deemed received on the date of receipt by the recipient thereof if received prior
to 5:00 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, demand or delivery shall be deemed
not to have been received until the next succeeding Business Day.


 


9.                         Rights of the Holder. Prior to any exercise
of this Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including,
without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of shareholders or any notice of any proceedings of the Company except as may be specifically provided
for herein.


 


10.                       GOVERNING
LAW. THIS WARRANT AND ALL RIGHTS ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF CALIFORNIA, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS. 


 






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11.         Amendments;
Waivers. Any provision of this Warrant may be amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver
is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as
a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by law.


 




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IN WITNESS WHEREOF, the Company has duly
caused this Warrant to be signed by its duly authorized officer and to be dated as of October 22, 2014.


 


	 	AMERICAN SHARED HOSPITAL SERVICES
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Acknowledged and Agreed:


 


	[HOLDER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    	 



    	 



    

   


WARRANT EXERCISE NOTICE


 


(To be delivered prior to exercise of the
Warrant

by execution of the Warrant Exercise Subscription Form)


 


		To:	American Shared Hospital Services



 


The undersigned hereby notifies you of its
intention to exercise the Warrant to purchase shares of Common Stock, no par value, of American Shared Hospital Services. The undersigned
intends to exercise the Warrant to purchase ___________ shares (the “Warrant Shares”) at $______ per Warrant
Share (the Exercise Price currently in effect pursuant to the Warrant). As indicated below, the undersigned intends to pay the
aggregate Exercise Price for the Warrant Shares by wire transfer of immediately available funds or by certified or official bank
or bank cashier’s check or by reduction in the number of Warrant Shares that would otherwise be issued upon exercise pursuant
to paragraph ‎2(e) of the Warrant.


 


Date: _________________


 


	 	 
	 	(Signature of Owner)
	 	 
	 	 
	 	(Street Address)
	 	 
	 	 
	 	(City)	(State)	(Zip Code)


 


		Payment:	$_____________ wire transfer of immediately available funds



$_____________ certified or official bank or bank cashier’s check



Reduction in number of Warrant Shares



 




    	 



    	 



    

  


WARRANT EXERCISE SUBSCRIPTION FORM


 


(To be executed only upon exercise of the
Warrant

after delivery of Warrant Exercise Notice)


 


		To:	American Shared Hospital Services



 


The undersigned irrevocably exercises the
Warrant for the purchase of ___________ shares (the “Warrant Shares”) of Common Stock, no par value per share,
of American Shared Hospital Services (the “Company”) at $_____ per Warrant Share (the Exercise Price currently
in effect pursuant to the Warrant) and herewith makes payment of $___________ (such payment being made as specified in the undersigned’s
previously-delivered Warrant Exercise Notice), all on the terms and conditions specified in the within Warrant Certificate, surrenders
this Warrant Certificate and all right, title and interest therein to the Company and directs that the Warrant Shares deliverable
upon the exercise of this Warrant be registered or placed in the name and at the address specified below and delivered thereto.


 


Date: _________________


 


	 	 
	 	(Signature of Owner)
	 	 
	 	 
	 	(Street Address)
	 	 
	 	 
	 	(City)	(State)	(Zip Code)


 




    	 



    	 



    

  


Securities and/or check to be issued to:_________________________________________________________


 


Please insert social security or identifying number:________________________________________________


 


Name:__________________________________________________________________________________


 


Street Address:___________________________________________________________________________


 


City, State and Zip Code:____________________________________________________________________


 


Any unexercised portion of the Warrant evidenced by the within
Warrant to be issued to:


 


Please insert social security or identifying number:________________________________________________


 


Name:__________________________________________________________________________________


 


Street Address:___________________________________________________________________________


 


City, State and Zip Code:____________________________________________________________________