NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 22, 2005 between FISCHER IMAGING CORPORATION and COMVEST INVESTMENT PARTNERS II LLCNote and Warrant Purchase Agreement • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of the 22nd day of February, 2005, is made by and between Fischer Imaging Corporation a Delaware corporation (the "Company") and ComVest Investment Partners II LLC, a Delaware limited liability company ("ComVest").
SECURITY AGREEMENTSecurity Agreement • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS SECURITY AGREEMENT (as from time to time amended, modified, restated, supplemented and in effect, this "Security Agreement") is entered into as of February 22, 2005 by Fischer Imaging Corporation, a Delaware corporation (the "Company"), to and in favor of ComVest Investment Partners II LLC, a Delaware limited liability company (the "Secured Party"), as contemplated in the Note and Warrant Purchase Agreement (the "Purchase Agreement") between the Company and the Secured Party dated of even date herewith.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 22, 2005 (this "Agreement"), is made between Fischer Imaging Corporation, a Delaware corporation (the "Company"), and ComVest Investment Partners II LLC, a Delaware limited liability company ("ComVest").
QuickLinks -- Click here to rapidly navigate through this documentSenior Secured Promissory Note • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS. THE TRANSFER AND SALE OF THIS NOTE IS ALSO RESTRICTED PURSUANT TO SECTION 8 OF THIS NOTE.
