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”).
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”).
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.
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”).
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
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”).
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”).
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 Heartstream Capital B.V. (“Holder”).
NOVARAY, INC. AMENDMENT NO. 2 TO AGREEMENTAgreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks
This Amendment No. 2 to Agreement (as defined below) (the “Amendment”) is entered into on December 20, 2007, effective as of November 30, 2007 by and among NovaRay, Inc., a Delaware corporation (“NovaRay”) and AIG Horizon Partners Fund, L.P., AIG Horizon Side-by-Side Fund, L.P., AIG Private Equity Portfolio, L.P., AIU Insurance Company, and Commerce and Industry Insurance Company (each an “AIG Party” and collectively as the “AIG Parties”).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • California
This Consulting Agreement (this “Agreement”) is made as of December 19, 2007 by and between NovaRay, Inc. (the “Company”) and Heartstream Corporate Finance B.V. (“Consultant”) (each a “Party” and collectively referred to hereafter as the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated above.
SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of December 27, 2007 among NOVARAY MEDICAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries a Convertible Preferred Stock and Warrant Purchase Agreement • December 28th, 2007 • NovaRay Medical, Inc. • Blank checks • New York
This SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of December 27, 2007 by and among NovaRay Medical, Inc., a Delaware Corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock and Warrants of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
