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”).
OPHTHALMIC IMAGING SYSTEMS PURCHASE WARRANTWarrant Agreement • October 31st, 2007 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
This is to certify that, for VALUE RECEIVED, ____________ (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from OPHTHALMIC IMAGING SYSTEMS, a corporation organized under the laws of California (“Company”), at any time and from time to time after the issuance hereof but not later than 11:59 P.M., Eastern time, on the fifth (5th) anniversary (“Expiration Date”) of the date on which the Registration Statement (as defined in the Registration Rights Agreement) covering the resale of the Warrant Shares is declared effective by the SEC, ______ shares (“Warrant Shares”) of Common Stock, no par value (“Common Stock”), of the Company, at an exercise price per share equal to $1.87 (the exercise price in effect from time to time hereafter being herein called the “Warrant Price”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
PURCHASE AGREEMENTPurchase Agreement • October 31st, 2007 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
This Purchase Agreement (“Agreement”) is made as of the 29th day of October, 2007 by and among Ophthalmic Imaging Systems, a California corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE...Convertible Note • October 31st, 2007 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
This Note (“Note”) is one of a duly authorized issue of Notes of OPHTHALMIC IMAGING SYSTEMS, a corporation duly organized and existing under the laws of the State of California (the “Company”), designated as the Company's 6.5% Convertible Notes Due April 30, 2010 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Two Million Seven-Hundred Fifty Thousand U.S. Dollars (U.S. $2,750,000) (the “Notes”).
