Compumed Inc Sample Contracts

COMPUMED, INC.
Stock Option Agreement • October 16th, 1995 • Compumed Inc • Services-computer processing & data preparation • California
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W I T N E S S E T H:
Rights Agreement • November 2nd, 2005 • Compumed Inc • Services-computer processing & data preparation • Delaware
AGREEMENT August 11, 1995 Recitals: ---------
Agreement • December 29th, 1995 • Compumed Inc • Services-computer processing & data preparation
W I T N E S S E T H:
Registration Rights Agreement • January 9th, 1998 • Compumed Inc • Services-computer processing & data preparation • New York
RECITALS
Settlement Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
W I T N E S S E T H:
Securities Purchase Agreement • January 9th, 1998 • Compumed Inc • Services-computer processing & data preparation • New York
CompuMed letterhead]
Warrant Agreement • August 12th, 1997 • Compumed Inc • Services-computer processing & data preparation
R E C I T A L S ----------------
Exclusive License Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
EMPLOYMENT AGREEMENT --------------------
Employment Agreement • February 14th, 1997 • Compumed Inc • Services-computer processing & data preparation • California
Exhibit 1.1 WARRANT AGREEMENT
Warrant Agreement • March 12th, 1998 • Compumed Inc • Services-computer processing & data preparation • California
RECITALS --------
Sponsored Research Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
BETWEEN
Commercial Office Lease • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 50,000 Shares of Common Stock of Compumed, Inc.
Common Stock Purchase Warrant • August 14th, 2006 • Compumed Inc • Services-computer processing & data preparation • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Synthetica (America) Ltd., a California Corporation, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on June 30, 2008 (the “Termination Date”) to subscribe for and purchase from Compumed, Inc., a Delaware corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price

1st and 2nd trust deed 3,220,000 3rd trust deed 470,000 --------- Total $3,690,000
Purchase Agreement • December 29th, 1995 • Compumed Inc • Services-computer processing & data preparation
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VARIAN ASSOCIATES, INC. EVALUATION AND DEVELOPMENT AGREEMENT WITH COMPUMED, INC. FOR THE AMORPHOUS SILICON IMAGING DEVELOPMENT SYSTEM
Evaluation and Development Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • Delaware

This Revolving Line of Credit Agreement (the "Agreement") is made and entered into in this 15th day of February, 2008, by and between Boston Avenue Capital, LLC, an Oklahoma limited liability company ("Lender"), and CompuMed, Inc., a Delaware corporation ("Borrower").

AGREEMENT
Securities Purchase Agreement • May 23rd, 2007 • Compumed Inc • Services-computer processing & data preparation • California

This AGREEMENT (the “Agreement”) is entered into as of May 17, 2007, by and between Compumed, Inc., a Delaware corporation (the “Company”) on one side and Boston Avenue Capital, LLC, an Oklahoma limited liability company, and its affiliates (collectively “BAC”) on the other side.

CEO EMPLOYMENT AGREEMENT
Ceo Employment Agreement • February 14th, 2003 • Compumed Inc • Services-computer processing & data preparation • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between CompuMed, Inc., a California corporation (the “Company”), and John G. (“Jerry”) McLaughlin (“McLaughlin”). This Agreement is effective as of the date on which it has been signed by both parties. Certain background facts are as follows:

Exhibit A JOINT FILING UNDERTAKING
Joint Filing Undertaking • March 23rd, 2007 • Compumed Inc • Services-computer processing & data preparation

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Promissory Note
Promissory Note • January 21st, 2011 • Compumed Inc • Services-computer processing & data preparation • Delaware

This Promissory Note (the "Note") is made and executed as of the date referred to above, by and between Boston Avenue Capital LLC, an Oklahoma Limited Liability Company (the "Lender"), and CompuMed, Inc., a Delaware corporation ("Borrower"). By this Note, the Borrower promises and agrees to pay to the order of Lender, at 15 East 5th Street, Suite 3200 Tulsa, Oklahoma 74103 or at such other place as Lender may designate in writing, the principal sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00), or the aggregate unpaid principal amount of all advances made by Lender to Borrower pursuant to the terms of a Second Amended Revolving Line of Credit Agreement (the "Loan Agreement") of even date herewith, whichever is less, together with interest thereon from the date each advance is made until paid in full, both before and after judgment at the interest rates specified in paragraph 3 of the Loan Agreement.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 11th, 2011 • Compumed Inc • Services-computer processing & data preparation

This JOINT FILING AGREEMENT is entered into as of February 4, 2011, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of CompuMed, Inc., a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

CONSULTING AGREEMENT
Consulting Agreement • June 7th, 2007 • Compumed Inc • Services-computer processing & data preparation

This Consulting Agreement (the “Agreement”) is made by and between CompuMed, Inc., a California corporation (“CompuMed”), on the one hand, and Synthetica Ltd., a California corporation (“Synthetica”), on the other hand. This Agreement is effective as of the date on which it has been signed by both parties.

AGREEMENT
Revolving Line of Credit Agreement • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • California

THIS AGREEMENT (the “Agreement”) is entered into as of February 15, 2008 (the “Effective Date”), by and between CompuMed, Inc., a Delaware corporation (the “Company”); Boston Avenue Capital, LLC (“BAC”), an Oklahoma limited liability company; and Robert Stuckelman, John Romm, M.D., and Stuart Silverman, M.D., each a resident of California and John Minnick, a resident of Kansas, and each a member of the Board of Directors of the Company and each unaffiliated with BAC (collectively, the “Board Members”).

COMMON STOCK PURCHASE WARRANT To Purchase 16,000,000 Shares of Common Stock of CompuMed, Inc. Date: February 15, 2008
Common Stock Purchase Warrant • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, including without limitation a purchase price of Five Thousand Dollars ($5,000) (the “Warrant Purchase Price”), BOSTON AVENUE CAPITAL, LLC, an Oklahoma limited liability company (together with its permitted successors and assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth in this Warrant, to purchase from COMPUMED, INC., a Delaware corporation (the “Company”), up to 16,000,000 shares, subject to adjustment as set forth herein, of the Company’s Common Stock, par value $0.01 per share (the “Warrant Shares”), for the “Exercise Price” per share determined pursuant to Section 1(b) of the Warrant and subject to adjustment as set forth herein, if and only if the Company’s stockholders approve an increase in the Company’s authorized Common Stock sufficient to permit that number of shares to be reserved for issuance, and issu

FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 500,000 Shares of Common Stock of CompuMed, Inc.
Common Stock Purchase Warrant • March 16th, 2007 • Compumed Inc • Services-computer processing & data preparation • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bathgate Capital Partners, LLC, a Colorado limited liability company, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on March 12, 2012 (the “Termination Date”) to subscribe for and purchase from CompuMed, Inc., a Delaware corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price.

Compumed, Inc.
Side Letter Agreement • May 23rd, 2007 • Compumed Inc • Services-computer processing & data preparation
AMENDED REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • December 18th, 2008 • Compumed Inc • Services-computer processing & data preparation • Delaware

This Amended Revolving Line of Credit Agreement (the "Agreement") is made and entered into in this 16th day of December, 2008 (the “Effective Date”), by and between Boston Avenue Capital, LLC, an Oklahoma limited liability company ("Lender"), and CompuMed, Inc., a Delaware corporation ("Borrower").

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