0001079974-06-000389 Sample Contracts

Contract
Warrant Agreement • October 24th, 2006 • Zynex Medical Holdings Inc • Electromedical & electrotherapeutic apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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SECURITY AGREEMENT
Security Agreement • October 24th, 2006 • Zynex Medical Holdings Inc • Electromedical & electrotherapeutic apparatus • California

This SECURITY AGREEMENT (this “Agreement”) is dated as of October 18, 2006 and entered into by and among ASCENDIANT CAPITAL GROUP, LLC, a Nevada limited liability company (“Secured Party”) and ZYNEX MEDICAL HOLDINGS, INC., a Nevada corporation (“Grantor”).

SUBORDINATION AGREEMENT
Subordination Agreement • October 24th, 2006 • Zynex Medical Holdings Inc • Electromedical & electrotherapeutic apparatus

This Subordination Agreement (the “Agreement”) dated Oct. 17, 2006, is between the undersigned (“Creditor”) and the Silicon Valley Bank (“Bank”).

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