NOVARAY, INC. CONVERSION AGREEMENT
Exhibit 10.21
NOVARAY, INC.
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
BioBridge LLC (“Holder”).
of the purchase price paid for the Qualified Financing Securities by the Financing Investors. In
furtherance of the foregoing, Holder (x) consents to the Merger in its capacity as a holder of the
Note, and (y) agrees to execute and deliver to PubCo any documents reasonably requested by PubCo to
be executed by the Financing Investors in the Qualified Financing (including, but not limited to, a
purchase agreement and a registration rights agreement), thereby agreeing to be bound by all
obligations and receive all rights thereunder.
8. Governing Law. The Agreement will be governed by, and will be construed and
enforced in accordance with, the laws of the state of California.
9. Assignment. The rights and benefits of the Agreement will inure to the benefit of
and be enforceable by the Company and its respective successors and assigns. The rights and
obligations of either party under the Agreement may not be assigned by operation of law or
otherwise without the prior written consent of the nonassigning party.
“HOLDER”
BIOBRIDGE LLC |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Managing Partner |
Address for Notices: | ||||
Attn: | ||||
Fax: |
“NOVARAY” NOVARAY, INC. |
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By: | /s/ Xxxx X. Xxxxx | ||||
Xxxx X. Xxxxx, Chief Executive Officer | |||||
Address for Notices: NovaRay, Inc. Attention: Chief Executive Officer 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 Facsimile: (000) 000-0000 |
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[Signature Page to Conversion Agreement]
EXHIBIT A
NOTE
EXHIBIT A