0001181431-09-015475 Sample Contracts

AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT AND STATEMENT OF WORK DATED AS OF DECEMBER 19, 2007
Professional Services Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus

This Amendment to Professional Services Agreement and Statement of Work dated as of December 19, 2007 (the "Amendment") is entered into as of March 12, 2009, by and between NovaRay Medical, Inc., a Delaware corporation (the "Client") and Triple Ring Technologies, Inc. (the "Company"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Professional Services Agreement dated as of December 19, 2007 by and between the Client and the Company (the "Agreement") and the Statement of Work dated as of December 19, 2007 attached as Exhibit A thereto (the "Statement of Work").

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CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • California

THIS CREDIT AND SECURITY AGREEMENT (this "Agreement") is dated and effective as of March 12, 2009 by and between Triple Ring Technologies, Inc., a California corporation with its principal place of business in Newark, California (the "Lender"), and NovaRay Medical, Inc. a Delaware corporation with its principal place of business in Newark, California ("the Borrower"). The Lender and the Borrower are sometimes collectively referred to herein as the "parties" and individually as a "party."

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
Assignment and Assumption of Lease Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • California

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this "Agreement") is made and entered into this 12th day of March, 2009 ("Effective Date") by and between NOVARAY MEDICAL, INC. ("Assignor"), a Delaware corporation and TRIPLE RING TECHNOLOGIES, INC. ("Assignee"), a California corporation.

SUBLEASE AGREEMENT
Sublease Agreement • March 13th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus

This SUBLEASE dated March 12, 2009 ("Effective Date"), by and between Triple Ring Technologies, Inc., a California corporation ("Triple Ring" or the "Sublandlord") with its principal office at 39655 Eureka Drive Newark, California 94560 and NovaRay Medical, Inc., a Delaware corporation ("NovaRay" or the "Subtenant") with its principal office at 39655 Eureka Drive Newark, California 94560.

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