Vista Medical Technologies Inc 2101 Faraday Avenue Carlsbad, CA 92008Selling Agreement • May 28th, 2004 • Vista Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Florida
Vista Medical Technologies, Inc., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Confidential Private Placement Memorandum and other documents to be supplied to the investors (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you, up to 4,000,000 units (the “Units”); each Unit consisting of 1 share of Common Stock (the “Common Stock”) and a warrant to purchase ½ share of Common Stock (the “Warrants”). The Common Stock and Warrants shall have those provisions described in Exhibit B hereto, and shall be acceptable to the Selling Agent. (The Units are sometimes referred to hereafter as the “Offered Securities”). Viewtrade Financial (the “Selling Agent”) agrees to offer and sell on an exclusive “best efforts, all or none” basis, that number of Units that results in an aggregate sales pr
Confidential Vista Medical Technologies, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • May 28th, 2004 • Vista Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
SUBSCRIPTION TO PURCHASE, at the closing (the “Closing”), or any subsequent closing (each, an “Additional Closing”), units (a “Unit” or the “Units”) consisting of shares of Common Stock, $0.01 par value per share, and warrants (the “Common Stock Warrants”) exercisable for the purchase of one half shares of Common Stock of the Company, on the terms and conditions set forth on Exhibit A hereto. Each unit consists of one share of Common Stock and a Common Stock Warrant to purchase one half share of Common Stock of the Company. The Common Stock and the Common Stock Warrants, and the shares of Common Stock issuable upon the exercise of the Common Stock Warrants, are collectively referred to herein as the “Securities”.
NEITHER THIS WARRANT NOR THE SECURITIES UNDERLYING THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR UNDER APPLICABLE STATE SECURITIES...Warrant Agreement • May 28th, 2004 • Vista Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Florida
Vista Medical Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that for the Exercise Price stated herein for each share of common stock, $0.01 par value per share, of the Company (“Common Stock”), issuable upon exercise of this Selling Agent’s Warrant (“Selling Agent’s Warrant”), Viewtrade Financial or any assignees of directors or officers of Viewtrade Financial as it may direct in its sole discretion (the “Selling Agent” ), is entitled, subject to the terms set forth in this Selling Agent’s Warrant, at any time or from time to time, commencing on May 26, 2004 (the “Issue Date”), to purchase from the Company Eight Hundred and Eighteen Thousand One Hundred and Eighty One (818,181) shares of Common Stock (the “Shares”), of the Company at the exercise price per share as follows: 545,454 Shares at an exercise price of One Dollar and Two Cents ($1.02) per Share and 272,727 Shares at an exercise price of Ninety five cents ($.95) per Share (collectively each of th
