ContractWarrant Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECOND AMENDMENT TO SERIES J-A WARRANT TO PURCHASE SHARES OF COMMON STOCK NUMBER W-JA-07-1bSeries J-a Warrant to Purchase Shares of Common Stock • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Second Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1b (the “Amendment”) is entered into as of July 2, 2009 (the “Effective Date”), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Capital Advantage Fund, L.P. (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 issued as of December 27, 2007 as amended by that certain Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 (the “Series J-A Warrant”).
NOVARAY MEDICAL, INC. EXCHANGE AGREEMENTExchange Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Exchange Agreement (the “Agreement”) is entered into as of July 2, 2009 by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), and VISION CAPITAL ADVANTAGE FUND, L.P (the “Series A Preferred Stockholder”).
AMENDMENT TO SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NOVARAY MEDICAL, INC. NUMBER WA-07-12bSeries a Warrant to Purchase Shares of Common Stock • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Series A Warrant to Purchase Shares of Common Stock of NovaRay Medical, Inc. Number WA-07-12b (the “Amendment”) is entered into as of July 2, 2009 (the “Effective Date”), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Capital Advantage Fund, L.P. (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series A Warrant to Purchase Shares of Common Stock of NovaRay Medical, Inc. Number WA-07-12b issued as of December 27, 2007 (the “Series A Warrant”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Executive Employment Agreement (the “Amendment”) is entered into as of July 2, 2009, by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and Marc C. Whyte (“Executive”) (collectively, the “parties”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Executive Employment Agreement dated as of December 19, 2007 with Executive (the “Agreement”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
SECURITY AGREEMENT (this “Security Agreement”) dated as of the 2nd day of July, 2009, by and among NovaRay Medical, Inc. (the “Company” and/or the “Debtor”), and Vision Capital Advisors, LLC, in its capacity as the collateral agent (together with any successors thereto in such capacity, the “Collateral Agent”) for the benefit of the holders (the “Holders”) of the Notes (as defined below) (the Collateral Agent and the Holders are hereinafter referred to as the “Secured Parties”).
ContractConvertible Note • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 2, 2009 among NOVARAY MEDICAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of July 2, 2009 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2009 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Executive Employment Agreement (the “Amendment”) is entered into as of July 2, 2009, by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and William Frederick (“Executive”) (collectively, the “parties”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Executive Employment Agreement dated as of November 18, 2008 by and between the Company and Executive (the “Agreement”).
