0001354488-07-000322 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 500,000 Shares of Common Stock of CompuMed, Inc.
Common Stock Purchase Warrant • March 16th, 2007 • Compumed Inc • Services-computer processing & data preparation • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bathgate Capital Partners, LLC, a Colorado limited liability company, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on March 12, 2012 (the “Termination Date”) to subscribe for and purchase from CompuMed, Inc., a Delaware corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price.

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SECURITIES PURCHASE AGREEMENT Dated as of March 12, 2007 by and among COMPUMED, INC. and BOSTON AVENUE CAPITAL, LLC
Securities Purchase Agreement • March 16th, 2007 • Compumed Inc • Services-computer processing & data preparation • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2007, by and among CompuMed, Inc., a Delaware corporation (the “Company”), and Boston Avenue Capital, LLC, an Oklahoma limited liability company (the “Purchaser”).

FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 4,166,500 Shares of Common Stock of CompuMed, Inc.
Common Stock Purchase Warrant • March 16th, 2007 • Compumed Inc • Services-computer processing & data preparation • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Boston Avenue Capital, LLC, an Oklahoma limited liability company, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on March 12, 2012 (the “Termination Date”) to subscribe for and purchase from CompuMed, Inc., a Delaware corporation (the “Company”), up to 4,166,500 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price.

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