ContractWarrant Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractWarrant Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
Lease Agreement By and Between Harbor Investment Partners, a California general partnership as Landlord and NovaRay, Inc., a Delaware corporation as Tenant Dated July 1, 2005Lease Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Lease Agreement is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Executive Employment Agreement (“Agreement”) is entered into by and between NovaRay Inc., a Delaware corporation with its principal place of business at 1850 Embarcadero Road, Palo Alto, California, 94303 (“Company”), and Jack Price, who resides at 12942 North East 24th Street, Bellevue, Washington, 98005 (“Executive”) (collectively, the “parties”).
NOVARAY, INC. CONVERSION AGREEMENTConversion Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Conversion Agreement (as defined below) (the “Agreement”) is entered into on December 20, 2007 by and among NovaRay, Inc., a Delaware corporation (“NovaRay”) and Arie Jacob Manintveld (“Holder”).
OFFICE LEASE BY AND BETWEEN BRCP STEVENSON POINT, LLC, a Delaware limited liability company, as Landlord, and NOVARAY, INC., a Delaware corporation, as TenantOffice Lease • March 19th, 2008 • NovaRay Medical, Inc. • Blank checks • California
SECOND AMENDMENT TO SERIES J-A WARRANT TO PURCHASE SHARES OF COMMON STOCK NUMBER W-JA-07-1bSeries J-a Warrant to Purchase Shares of Common Stock • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Second Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1b (the “Amendment”) is entered into as of July 2, 2009 (the “Effective Date”), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Capital Advantage Fund, L.P. (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 issued as of December 27, 2007 as amended by that certain Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 (the “Series J-A Warrant”).
NOVARAY MEDICAL, INC. EXCHANGE AGREEMENTExchange Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Exchange Agreement (the “Agreement”) is entered into as of July 2, 2009 by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), and VISION CAPITAL ADVANTAGE FUND, L.P (the “Series A Preferred Stockholder”).
AMENDMENT TO SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NOVARAY MEDICAL, INC. NUMBER WA-07-12bSeries a Warrant to Purchase Shares of Common Stock • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Series A Warrant to Purchase Shares of Common Stock of NovaRay Medical, Inc. Number WA-07-12b (the “Amendment”) is entered into as of July 2, 2009 (the “Effective Date”), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Capital Advantage Fund, L.P. (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series A Warrant to Purchase Shares of Common Stock of NovaRay Medical, Inc. Number WA-07-12b issued as of December 27, 2007 (the “Series A Warrant”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Executive Employment Agreement (the “Amendment”) is entered into as of July 2, 2009, by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and Marc C. Whyte (“Executive”) (collectively, the “parties”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Executive Employment Agreement dated as of December 19, 2007 with Executive (the “Agreement”).
SECURITY AGREEMENTSecurity Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
SECURITY AGREEMENT (this “Security Agreement”) dated as of March 11, 2010, by and among NovaRay Medical, Inc. (the “Company” and/or the “Debtor”), and Vision Capital Advisors, LLC, in its capacity as the collateral agent (together with any successors thereto in such capacity, the “Collateral Agent”) for the benefit of the holders (the “Holders”) of the Notes (as defined below) (the Collateral Agent and the Holders are hereinafter referred to as the “Secured Parties”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Second Amendment to Executive Employment Agreement (the “Amendment”) is entered into as of March 11, 2010, by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and Edward G. Solomon (“Executive”) (collectively, the “parties”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Executive Employment Agreement dated as of December 19, 2007 with Executive as amended by the Amendment to Executive Employment Agreement dated as of July 2, 2009 with Executive (the “Agreement”).
NOVARAY MEDICAL, INC. EXCHANGE AGREEMENTExchange Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Exchange Agreement (the “Agreement”) is entered into as of March 11, 2010 by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), and VISION CAPITAL ADVANTAGE FUND, L.P.. (the “Series B Preferred Stockholder”).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Consulting Agreement (this “Agreement”) is made as of October 2, 2007 by and between NovaRay, Inc. (the “Company”) and Fountainhead Capital Partners Limited (“Consultant”) (each a “Party” and collectively referred to hereafter as the “Parties”).
AMENDMENT TO SERIES J-A WARRANT TO PURCHASE SHARES OF COMMON STOCK NUMBER W-JA-07-1Series J-a Warrant Amendment • September 8th, 2008 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 (the “Series J-A Warrant Amendment”) is entered into as of the Effective Date (as defined below), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Opportunity Master Fund (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 issued as of December 27, 2007 (the “Series J-A Warrant”).
ContractConvertible Note • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VISION ACQUISITION I, INC., NOVARAY, INC. AND VISION ACQUISITION SUBSIDIARY, INC.Merger Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 26, 2007, among Vision Acquisition I, Inc., a Delaware corporation (“Parent”), NovaRay, Inc., a Delaware corporation (“NovaRay”), and Vision Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
ContractWarrant Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
NOVARAY MEDICAL, INC. 39655 Eureka Drive Newark, California 94560Warrant Amendment Agreement • September 8th, 2008 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
AIG LOCK-UP AGREEMENTLock-Up Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
THIS AIG LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 27, 2007 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule A attached hereto (collectively, the “AIG Stockholders”).
AGREEMENTLicensing Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
THIS AGREEMENT, made and entered into by and between NovaRay, Inc., a company organized under the laws of California (“NovaRay”), and NRCT LLC, a limited liability company organized under the laws of California (each a “Party” and collectively the “Parties”), is made as of October 23, 2006 (the “Effective Date”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of March 11, 2010 among NOVARAY MEDICAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of March 11, 2010 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A-1 hereto (individually, a “Series A-1 Purchaser” and collectively, the “Series A-1 Purchasers”) and the Purchaser whose name is set forth on Exhibit A-2 hereto (the “Series A-2 Purchaser” and together with the Series A-1 Purchasers, the “Purchasers”).
NOVARAY, INC. CONVERSION AGREEMENTConversion Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Conversion Agreement (as defined below) (the “Agreement”) is entered into on December 20, 2007 by and among NovaRay, Inc., a Delaware corporation (“NovaRay”) and Lynda Wijcik (“Holder”).
November 21, 2007Placement Agency Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
This letter (the “Agreement”) constitutes the agreement between NovaRay, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) and terminates all obligations of the parties pursuant to the Letter Agreement dated August 28, 2006 and the Placement Agency Agreement dated March 21, 2007 (“Previous Agreements”) and is replaced by this Agreement. No sections of the Previous Agreements shall survive the termination of the Previous Agreements and no sections of the Previous Agreements shall be of any further force or effect. Rodman shall serve as a placement agent (the “Services”) for the Company, on a “best efforts” basis, in connection with the proposed offer and placement by Pubco (as defined below) of Series A Preferred Stock (the “Series A Preferred”) and warrants to purchase common stock (the “Warrants” and together with the Series A Preferred, collectively, the “Securities”) with aggregate gross proceeds to the Company (through PubCo) of not less than $12 million or more than $17 mi
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT AND STATEMENT OF WORK DATED AS OF DECEMBER 19, 2007Professional Services Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Professional Services Agreement and Statement of Work dated as of December 19, 2007 (the "Amendment") is entered into as of March 12, 2009, by and between NovaRay Medical, Inc., a Delaware corporation (the "Client") and Triple Ring Technologies, Inc. (the "Company"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Professional Services Agreement dated as of December 19, 2007 by and between the Client and the Company (the "Agreement") and the Statement of Work dated as of December 19, 2007 attached as Exhibit A thereto (the "Statement of Work").
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Professional Services Agreement (“Agreement”) is entered into as of the 19th day of December, 2007 (the “Effective Date”), between Triple Ring Technologies, Inc. (“the Company”) and NovaRay, Inc. (“the Client”).
ContractWarrant Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
LOCK-UP AGREEMENTLock-Up Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
THIS AGREEMENT (this “Agreement”) is dated as of December 27, 2007 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule A attached hereto (collectively, the “Stockholders”).
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Professional Services Agreement dated as of December 19, 2007 (the “Amendment”) is entered into as of March 11, 2010, by and between NovaRay Medical, Inc., a Delaware corporation (the “Client”) and Triple Ring Technologies, Inc. (the “Company”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Professional Services Agreement dated as of December 19, 2007 by and between the Client and the Company (the “Agreement”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • California
THIS CREDIT AND SECURITY AGREEMENT (this "Agreement") is dated and effective as of March 12, 2009 by and between Triple Ring Technologies, Inc., a California corporation with its principal place of business in Newark, California (the "Lender"), and NovaRay Medical, Inc. a Delaware corporation with its principal place of business in Newark, California ("the Borrower"). The Lender and the Borrower are sometimes collectively referred to herein as the "parties" and individually as a "party."
NOVARAY MEDICAL, INC. EXCHANGE AGREEMENTExchange Agreement • August 27th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Exchange Agreement (the “Agreement”) is entered into as of August 21, 2009 by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), and WHEATLEY MEDTECH PARTNERS, L.P., LYNDA WIJCIK, W CAPITAL PARTNERS II, L.P., BIOBRIDGE LLC, HEARTSTREAM CAPITAL B.V. and LLOYD INVESTMENTS, L.P. (individually a “Series A Preferred Stockholder” and collectively, the “Series A Preferred Stockholders”).
SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries B Convertible Participating Preferred Stock and Warrant Purchase Agreement • November 2nd, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of October 27, 2009 by and among NovaRay Medical, Inc., a Delaware Corporation (the “Company”), and each of the Purchasers of shares of Series B Convertible Participating Preferred Stock and Warrants of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
NOVARAY, INC. CONVERSION AGREEMENTConversion Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Conversion Agreement (as defined below) (the “Agreement”) is entered into on December 20, 2007 by and among NovaRay, Inc., a Delaware corporation (“NovaRay”) and Wheatley MedTech Partners, L.P. (“Holder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 2008 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • California
This Executive Employment Agreement (“Agreement”) is entered into as of November 18, 2008 (the “Effective Date”) by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and William Frederick, who resides in Newark, California 94560 (“Executive”) (collectively, the “parties”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 2, 2009 among NOVARAY MEDICAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of July 2, 2009 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
