OPHTHALMIC IMAGING SYSTEMS PURCHASE WARRANTOphthalmic Imaging Systems • June 29th, 2009 • 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 third (3rd) anniversary of the Issuance Date hereof (“Expiration Date”), [ ] shares (“Warrant Shares”) of Common Stock, no par value (“Common Stock”), of the Company, at an exercise price per share equal to $1.00 (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.
ESCROW AGREEMENTEscrow Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
This Escrow Agreement (this “Agreement”) is made and entered into this 24th day of June, 2009, by and among OPHTHALMIC IMAGING SYSTEMS (the “Purchaser”), MEDIVISION MEDICAL IMAGING LTD. (the “Seller”), and STEPHEN L. DAVIS, ESQ. (the “Escrow Agent”). Capitalized terms used in this Agreement not otherwise defined herein shall have their respective meanings given to them in the Asset Purchase Agreement (as defined below).
Letter AgreementLetter Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus
We would like to inform Mizrahi Tefahot Bank Ltd. (“MTB”) that Ophthalmic Imaging Systems (“OIS”) and MediVision Medical Imaging, Ltd. (“MediVision”) plan to enter into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which MediVision will sell substantially all of its assets to OIS, except approximately, 9.3 million OIS shares. A portion of the purchase price will consist of OIS’ assumption of the indebtedness owed by MediVision to MTB in account number 035576 in branch number 461. We would also like to inform you that OIS intends to enter into a purchase agreement (the “Purchase Agreement”) with U.M AccelMed, Limited Partnership (“AccelMed”), pursuant to which OIS will issue to AccelMed shares of OIS and AccelMed (i) will invest $4,000,000 in the 1st installment (the “1st Installment”), and (ii) have the option to invest an additional $2,000,000 in the 2nd installment (the “2nd Installment”). A condition precedent to the closing of the 1st Installment is the
OPHTHALMIC IMAGING SYSTEMS AGREEMENTAgreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
This AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2009, by and among Ophthalmic Imaging Systems, a California corporation(“OIS”),U.M AccelMed, Limited Partnership, an Israeli limited partnership (“AccelMed”), MediVision Medical Imaging Ltd., an Israeli company (“MediVision”), the entity listed on Schedule A hereto under the caption entitled “Agfa Group” (the “Agfa Group”), the entity listed on Schedule A hereto under the caption entitled “Inter-Gamma Group” (the “Inter-Gamma Group”) and the individuals listed on Schedule A hereto under the caption “Allon/Shenhar Group” (the “Allon/Shenhar Group,” and together with the Agfa Group and the Inter-Gamma Group, the “Principal MV Shareholders,” and MediVision and the Principal MV Shareholders may be referred to in this Agreement as the “MediVision/Principal MV Shareholders Group”) (OIS, AccelMed, MediVision and the Principal MV Shareholders may be referred to in this Agreement collectively as, the “Parties” and individ
EXTENSION AGREEMENTExtension Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
This Extension Agreement (“Amendment”) is made as of this 3rd day of June, 2009 by and between Ophthalmic Imaging Systems, a California corporation (“Company”), and The Tail Wind Fund Ltd. (“Tail Wind”) and Solomon Strategic Holdings, Inc. (“Solomon”, and together with Tail Wind, the “Holders”).
PURCHASE AGREEMENTPurchase Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is made as of the 24 day of June, 2009, by and between Ophthalmic Imaging Systems (the “Company”), a corporation organized under the laws of the State of California, with its principal offices at 221 Lathrop Way, Suite I, Sacramento, CA 95815 and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into as of the __ day of ___________, between Ophthalmic Imaging Systems, Inc., a California corporation (“Corporation”), and ______________ (“Director”).
ASSET PURCHASE AGREEMENT Among OPHTHALMIC IMAGING SYSTEMS and MEDIVISION MEDICAL IMAGING LTD. Dated as of June 24, 2009Asset Purchase Agreement • June 29th, 2009 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
This ASSET PURCHASE AGREEMENT (hereinafter called this “Agreement”), dated June 24, 2009, among OPHTHALMIC IMAGING SYSTEMS, a California corporation (“OIS” or “Purchaser”), and MEDIVISION MEDICAL IMAGING LTD., an Israeli company (“MediVision” or “Seller”).
