0000891618-08-000337 Sample Contracts

ZONARE MEDICAL SYSTEMS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 2nd, 2008 • Zonare Medical Systems Inc • Delaware

This Indemnification Agreement (the “Agreement”) is made as of , 200 by and between Zonare Medical Systems, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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Contract
Zonare Medical Systems Inc • July 2nd, 2008 • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT FOR PORTABLE ULTRASOUND PRODUCTS between KP SELECT, INC. and ZONARE MEDICAL SYSTEMS, INC. EFFECTIVE DATE: MARCH 1, 2006
Amendment • July 2nd, 2008 • Zonare Medical Systems Inc • California
ZONARE MEDICAL SYSTEMS, INC. WARRANT TO PURCHASE SHARES
Zonare Medical Systems Inc • July 2nd, 2008 • Delaware

This Warrant is issued to by ZONARE Medical Systems, Inc., a Delaware corporation, (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement dated March 5, 2004 (as amended, modified or supplemented, the “Note Purchase Agreement”) in connection with the Company’s issuance to the initial holder of this Warrant of a Convertible Promissory Note (the “Note”).

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 2nd, 2008 • Zonare Medical Systems Inc • Delaware

This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of February 26, 2007, by and among ZONARE Medical Systems, Inc. a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, which may be amended from time to time (individually an “Investor” and collectively the “Investors”). This Agreement hereby amends and restates the Amended and Restated Investor Rights Agreement dated December 27, 2005 (the “Prior Agreement”).

ZONARE MEDICAL SYSTEMS, INC. WARRANT TO PURCHASE SHARES
Zonare Medical Systems Inc • July 2nd, 2008 • Delaware

This Warrant is issued to by ZONARE Medical Systems, Inc., a Delaware corporation, (the “Company”), pursuant to the terms of that certain Series E Preferred Stock Purchase Agreement dated June 30, 2004 (as amended, modified or supplemented, the “Series E Preferred Stock Purchase Agreement”) in connection with the Company’s issuance to the initial holder of this Warrant of shares of the Company’s Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).

FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 2nd, 2008 • Zonare Medical Systems Inc • California

This First Amendment and Waiver to Loan and Security Agreement (this “Amendment”) is entered into as of May 15, 2008 by and between COMERICA BANK (“Bank”) and ZONARE MEDICAL SYSTEMS, INC (“Borrower”).

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