Third Amendment to Investment Agreement dated as of April 24, 2024 between the Company, GenesisCare USA Inc., and the Company

Exhibit 10.3

THIRD AMENDMENT TO INVESTMENT AGREEMENT

This Third Amendment to Investment Agreement dated as of April 24, 2024 (this “Third Amendment”) is made by and among (a) American Shared Hospital Services, a California corporation (“Purchaser”), (b) GenesisCare USA, Inc., a Florida corporation (as in existence on the date hereof, as a debtor-in-possession and a reorganized debtor, as applicable, “Seller”), and (c) GenesisCare USA Holdings, Inc., a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession and a reorganized debtor, as applicable, “Topco”). Purchaser, Seller, and Topco are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Investment Agreement (as defined below).

RECITALS:

WHEREAS, the Parties are parties to that certain Investment Agreement dated as of November 10, 2023, as amended by that certain First Amendment to Investment Agreement dated as of March 1, 2024, and by that certain Second Amendment to Investment Agreement dated as of April 18, 2024 (collectively, the “Investment Agreement”); and

WHEREAS, the Parties desire to amend the Investment Agreement pursuant to Section 9.5 of the Investment Agreement, as set forth below.

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Third Amendment and the Investment Agreement, as applicable, the Parties hereby agree as follows:

AGREEMENT:

1.        Section 8.1(c) of the Investment Agreement is hereby amended by replacing “(i) April 30, 2024” with “(i) May 31, 2024,” in the second and third lines of that section.

2.        Except as expressly modified by this Third Amendment, all other terms of the Investment Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, this Third Amendment to Investment Agreement has been duly executed as of the date set forth above.