REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2008 • Imaging Diagnostic Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2008, between Imaging Diagnostic Systems, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2008 • Imaging Diagnostic Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2008, between Imaging Diagnostic Systems, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • August 5th, 2008 • Imaging Diagnostic Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • New York
This SECURITY AGREEMENT, dated as of August 1, 2008 (this “Agreement”), is among Imaging Diagnostic Systems, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due one year following their issuance, in the original aggregate principal amount of $800,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT IMAGING DIAGNOSTIC SYSTEMS, INC.Imaging Diagnostic Systems Inc /Fl/ • August 5th, 2008 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Whalehaven Capital Fund Limited (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Imaging Diagnostic Systems, Inc., a Florida corporation (the “Company”), up to 22,222,222 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
