FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this First Amendment) is entered into and made effective as of September 1, 2021, by and among HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the Company), and the investors listed on the signature pages hereto (collectively, the Principal Purchasers).
A. The parties hereto and the other Purchasers identified therein previously entered into that certain Securities Purchase Agreement dated as of October 21, 2020 (the Securities Purchase Agreement). Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.
B. Pursuant to Section 8.4 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended in a written instrument signed by the Company; provided that such written instrument for such waiver or amendment is also signed by the Principal Purchasers if, and only if, in the reasonable and good faith determination of the Principal Purchasers, such waiver or amendment would reasonably be expected to be adverse to the interests of any Purchaser in a more than de minimis way or that would reasonably be expected to have more than a de minimis adverse effect on the value of such Purchasers investment in the Securities. The investors listed on the signature pages hereto, as the Purchasers holding or having the right to acquire, as of such time, at least a majority-in-interest of the total amount of Securities, represent the Principal Purchasers. The Company and the Principal Purchasers desire to amend the Securities Purchase Agreement pursuant to the terms and conditions of this First Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. AMENDMENT TO ARTICLE 1, SECTION 1.1. The definition of Exempt Issuance in Article 1, Section 1.1 is hereby deleted in its entirety and replaced with the following:
Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, (c) shares of Common Stock in any at-the-market offering, (d) shares of Common Stock in any equity line of credit transaction, and (e) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested