EXHIBIT 4.3 ----------- THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE...Warrant Agreement • April 29th, 2004 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
Exhibit 99.3 OPHTHALMIC IMAGING SYSTEMS STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and _____________________, an individual (the "Optionee")....Stock Option Agreement • May 22nd, 2006 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
OPHTHALMIC IMAGING SYSTEMS SECURITIES PURCHASE AGREEMENT September 25th, 2003 TABLE OF CONTENTSSecurities Purchase Agreement • October 1st, 2003 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
RECITALSRights Agreement • November 24th, 1999 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus
Exhibit 10.19(i) IMPERIAL BANK 2460 Sand Hill Road, Suite 102 Menlo Park, California 94025 (415) 233-3000 August 28, 1997 OPHTHALMIC IMAGING SYSTEMS 221 Lathrop Way, Suite I Sacramento, CA 95815 Attention: Mr. Steven R. Verdooner, President Mr. Steven...Loan Agreement • December 1st, 1997 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August ___, 2000 (this "Agreement"), among OPHTHALMIC IMAGING SYSTEMS, INC. a corporation organized and existing under the laws of the state of California (the "Company"), and...Registration Rights Agreement • December 13th, 2000 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.1 OPHTHALMIC IMAGING SYSTEMS SECURITIES PURCHASE AGREEMENT April 27th, 2004Securities Purchase Agreement • April 29th, 2004 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
Exhibit 10.17(a) OPHTHALMIC IMAGING SYSTEMS EMPLOYMENT AGREEMENT AMENDMENT NUMBER 1 JULY 14, 1997Employment Agreement • December 15th, 1998 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus
THIS EMPLOYMENT AGREEMENT AMENDMENT NUMBER 1 IS MADE PURSUANT TO ACTION BY THE BOARD OF DIRECTORS OF OPHTHALMIC IMAGING SYSTEMS, OR AN APPROPRIATE COMMITTEE THEREOF, DURING A MEETING CONVENED ON THE 13TH DAY OF SEPTEMBER 1997.
Exhibit 99.4 OPHTHALMIC IMAGING SYSTEMS NONSTATUTORY STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and _____________________, an individual (the...Nonstatutory Stock Option Agreement • May 22nd, 2006 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
Exhibit 10.23 OPHTHALMIC IMAGING SYSTEMS EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 14 day of July 1997, by and between OPHTHALMIC IMAGING SYSTEMS, a California corporation ("Employer") and WILLIAM L. MINCE...Employment Agreement • December 1st, 1997 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
WITNESSTHStandstill Agreement • March 9th, 1998 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.39 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of August 26, 2005, by and between OPHTHALMIC IMAGING SYSTEMS, a corporation organized under the laws of State of California, with its principal...Registration Rights Agreement • September 2nd, 2005 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • Massachusetts
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 25th, 2003, by and between Ophthalmic Imaging Systems., a California corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • October 1st, 2003 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
December 6, 2004 Mr. Ariel Shenhar Chief Financial Officer Ophthalmic Imaging Systems Inc. 221 Lathrop Way, Suite 1 Sacramento, CA 95815 Dear Mr. Shenhar: This Letter ("Letter") will represent an agreement between the Dragonfly Capital Partners, LLC...Financial Advisory Agreement • June 17th, 2005 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
Exhibit 10.22 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT ("Agreement") made and entered into as of January 23, 1998, by and between OPHTHALMIC IMAGING SYSTEMS, a California corporation (the "Corporation", which term shall include any one or...Indemnification Agreement • December 15th, 1998 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.27 LOAN AND SECURITY AGREEMENT DATED AS OF FEBRUARY 28, 2005Loan and Security Agreement • March 18th, 2005 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • November 20th, 2003 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
AGREEMENTMerger Agreement • November 24th, 1999 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT by and between Premier Laser Systems, Inc.Stock Purchase Agreement • March 9th, 1998 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
RECITALSSeries B Preferred Stock Purchase Agreement • November 24th, 1999 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Common Stock Purchase Warrant • October 1st, 2003 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
Exhibit 5 ---------------------------- TROUTMAN SANDERS LLP ---------------------------- ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NEW YORK 10174 www.troutmansanders.com TELEPHONE:...Registration Statement • May 22nd, 2006 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
We have acted as counsel to Ophthalmic Imaging Systems, a California corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), covering (i) an aggregate of 750,000 shares of the Company's common stock, no par value (the "Common Stock"), issuable upon the exercise of options which have been, or may from time to time be, granted by the Company to employees (including officers and directors who are employees) of the Company, consultants and advisors to and non-employee directors of the Company under the Company's 2003 Stock Option Plan (the "2003 Plan") and (ii) an aggregate of 750,000 shares of the Common Stock issuable upon the exercise of options which have been, or may from time to time be, granted by the Company to employees (including officers and directors who are employees) of the Company, consultants and adviso
EXHIBIT 1Rights Agreement • January 2nd, 1998 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
BETWEENLoan and Security Agreement • December 13th, 2000 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
PUT AND CALL AGREEMENT This PUT AND CALL AGREEMENT, dated as of August ___, 2000 (this "Agreement"), is entered into by and between Premier Laser Systems, Inc., a California corporation ("Premier"), and MediVision Medical Imaging Ltd., an Israeli...Put and Call Agreement • December 13th, 2000 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
Exhibit 10.20(b) FIRST AMENDMENT TO WARRANT AGREEMENT FIRST AMENDMENT TO WARRANT AGREEMENT dated November 21, 1996 (this "Amendment"), by and among OPHTHALMIC IMAGING SYSTEMS, a California corporation ("ISSUER"), JB OXFORD & COMPANY, a Utah...Warrant Agreement • November 29th, 1996 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus
ARTICLE I INTEREST & AMORTIZATIONConvertible Term Note • April 29th, 2004 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 24th, 1999 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.1 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of December 28, 2004 by and between Ophthalmic Imaging Systems, a California corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware...Investment Agreement • December 30th, 2004 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • Massachusetts
Exhibit 10.38 ------------- INVESTMENT AGREEMENT Amended and Restated INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 26, 2005 by and between Ophthalmic Imaging Systems, a California corporation (the "Company"), and Dutchess Private...Investment Agreement • September 2nd, 2005 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • Massachusetts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2007 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 29th day of October, 2007 by and among Ophthalmic Imaging Systems, a corporation organized under the laws of California (the “Company”), and the persons identified as Purchasers pursuant to that certain Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 13, 2000 (this "Agreement"), is entered into by and among Ophthalmic Imaging Systems, a California corporation ("OIS"), Premier Laser Systems, Inc., a California...Securities Purchase Agreement • December 13th, 2000 • Ophthalmic Imaging Systems Inc • Surgical & medical instruments & apparatus • California
PURCHASE AGREEMENTPurchase Agreement • January 14th, 2011 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is made as of the 24 day of June, 2009, by and between Ophthalmic Imaging Systems (the “Company”), a corporation organized under the laws of the State of California, with its principal offices at 221 Lathrop Way, Suite I, Sacramento, CA 95815 and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
ASSET PURCHASE AGREEMENT Among OPHTHALMIC IMAGING SYSTEMS and MEDIVISION MEDICAL IMAGING LTD. Dated as of June 24, 2009Asset Purchase Agreement • January 14th, 2011 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
This ASSET PURCHASE AGREEMENT (hereinafter called this “Agreement”), dated June 24, 2009, among OPHTHALMIC IMAGING SYSTEMS, a California corporation (“OIS” or “Purchaser”), and MEDIVISION MEDICAL IMAGING LTD., an Israeli company (“MediVision” or “Seller”).
SECOND AMENDMENT TO MULTI-TENANT LEASE--NET DATE: APRIL 21, 2001Multi-Tenant Lease • March 18th, 2005 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
