ContractWarrant Agreement • March 19th, 2010 • 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.
SECURITY AGREEMENTSecurity Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
SECURITY AGREEMENT (this “Security Agreement”) dated as of March 11, 2010, 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”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Second Amendment to Executive Employment Agreement (the “Amendment”) is entered into as of March 11, 2010, by and between NovaRay Medical, Inc., a Delaware corporation with its principal place of business at 39655 Eureka Drive, Newark, California 94560 (“Company”) and Edward G. Solomon (“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 as amended by the Amendment to Executive Employment Agreement dated as of July 2, 2009 with Executive (the “Agreement”).
NOVARAY MEDICAL, INC. EXCHANGE AGREEMENTExchange Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Exchange Agreement (the “Agreement”) is entered into as of March 11, 2010 by and between NovaRay Medical, Inc., a Delaware corporation (the “Company”), and VISION CAPITAL ADVANTAGE FUND, L.P.. (the “Series B Preferred Stockholder”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of March 11, 2010 among NOVARAY MEDICAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of March 11, 2010 by and among NovaRay Medical, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A-1 hereto (individually, a “Series A-1 Purchaser” and collectively, the “Series A-1 Purchasers”) and the Purchaser whose name is set forth on Exhibit A-2 hereto (the “Series A-2 Purchaser” and together with the Series A-1 Purchasers, the “Purchasers”).
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 19th, 2010 • NovaRay Medical, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Professional Services Agreement dated as of December 19, 2007 (the “Amendment”) is entered into as of March 11, 2010, 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”).
ContractConvertible Note • March 19th, 2010 • 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.
ContractSeries a-2 Senior Secured Note • March 19th, 2010 • 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.
