0001144204-10-034393 Sample Contracts

OMNIBUS AMENDMENT TO THE SERIES A-1 SENIOR SECURED 10% CONVERTIBLE NOTES AND THE SERIES A-2 SENIOR SECURED 10% NOTE OF NOVARAY MEDICAL, INC.
Omnibus Amendment to the Series a-1 Senior Secured 10% Convertible Notes and the Series a-2 Senior Secured 10% Note • June 21st, 2010 • Vision Capital Advisors, LLC • X-ray apparatus & tubes & related irradiation apparatus • New York

THIS OMNIBUS AMENDMENT TO THE SERIES A-1 SENIOR SECURED 10% CONVERTIBLE NOTES AND THE SERIES A-2 SENIOR SECURED 10% NOTE OF NOVARAY MEDICAL, INC. (this “Amendment”), dated as of June 16, 2010, is made by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), BIOBRIDGE LLC (“Biobridge”) and Triple Ring Technologies, Inc. (“Triple Ring,” and collectively with VOMF and Biobridge, the “Holders”).

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AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • June 21st, 2010 • Vision Capital Advisors, LLC • X-ray apparatus & tubes & related irradiation apparatus • New York

AMENDMENT NO. 3, dated as of June 16, 2010 (this “Amendment”), by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“Lead Series A-1 Purchaser”).

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