SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2007 among Viking Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT VIKING SYSTEMS, INC.Viking Systems Inc • August 2nd, 2007 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________(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 February 23, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viking Systems, Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “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).
8% SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 23, 2009Viking Systems Inc • August 2nd, 2007 • Electromedical & electrotherapeutic apparatus • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Viking Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 4350 La Jolla Village Drive, Suite 900, San Diego, CA 91211, designated as its 8% Secured Convertible Debenture due February 23, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Securities Purchase Agreement dated as of July 19, 2007 (“Amendment”), is made by and among Viking Systems, Inc., a Delaware corporation (the “Company”) and the purchasers (the “Original Purchasers”) listed on the signature pages to the Securities Purchase Agreement dated as of February 23, 2007 as amended and as may be further amended (the “Purchase Agreement”).
AMENDMENT TO CONSENT, WAIVER AND AMENDMENT AGREEMENTConsent, Waiver • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment Agreement (this “Amendment”) is entered into as of July 19, 2007, by and between each of the undersigned purchasers, acting individually (individually a “Purchaser” and collectively the “Purchasers”), and Viking Systems, Inc., a Delaware corporation (the “Company”) and amends, that certain Consent, Waiver and Amendment Agreement entered into by the Purchasers and the Company on February 23, 2007 (the “Original CWA”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 to Security Agreement dated as of July 19, 2007 (“Amendment”), is made by and among Viking Systems, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Grantors”) and the secured parties (the “Original Secured Parties”) listed on the signature pages to the Security Agreement dated as of February 23, 2007 as amended hereby and as may be further amended (the “Security Agreement”).
CONSENT, WAIVER AND AMENDMENT AGREEMENT (Convertible Debentures)Consent, Waiver and Amendment Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Consent, Waiver and Amendment Agreement (this “Agreement”) is entered into as of July 19, 2007, by and between each of the undersigned purchasers, acting individually (individually a “Purchaser” and collectively the “Purchasers”), and Viking Systems, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 to Registration Rights Agreement dated as of July 19, 2007 (“Amendment”), is made by and among Viking Systems, Inc., a Delaware corporation (the “Company”) and the purchasers (the “Original Purchasers”) listed on the signature pages to the Registration Rights Agreement dated as of February 23, 2007 as amended hereby and as may be further amended (the “Rights Agreement”).
Revised June 22, 2007) CONSENT, WAIVER AND AMENDMENT AGREEMENT (Convertible Debentures)Waiver and Amendment Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Consent, Waiver and Amendment Agreement (this “Agreement”) is entered into as of June 22, 2007, by and between each of the undersigned purchasers, acting individually (individually a “Purchaser” and collectively the “Purchasers”), and Viking Systems, Inc., a Delaware corporation (the “Company”).
