THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Underwriters’ Warrant • October 25th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New Jersey
This UNDERWRITERS’ WARRANT (this “Warrant”) of EyeTel Imaging, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of _________________, 2007 (the “Underwriting Agreement”), by and between the Company and Stanford Group Company, the representative of the underwriters named therein (the “Representative”) relating to a firm commitment public offering (the “Offering”) of __________________ shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.
Shares of Common Stock EYETEL IMAGING, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
The undersigned hereby further agrees that, without the prior written consent of the Representative during the Lock-Up Period, the undersigned will not: (x) file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of a Relevant Security.
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 23rd, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • Massachusetts
This Amended and Restated Exclusive License Agreement (this “Agreement”) is made and entered into this April 30, 2007 by and between EyeTel Imaging, Inc., a Delaware corporation, with its principal offices at 9130 Guilford Road, Columbia, Maryland 21046 (“EyeTel”), and NeuroMetrix, Inc., a Delaware corporation, with its principal offices at 62 Fourth Avenue, Waltham, Massachusetts 02451 (“NEUROMetrix”).
EYETEL IMAGING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement is made as of _________, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Corporation”) and ____________, an [executive officer] [director] of the Corporation (the “Indemnitee”).
WARRANT TO PURCHASE COMMON STOCK OF EYETEL IMAGING, INC.Eyetel Imaging Inc • June 14th, 2007 • Surgical & medical instruments & apparatus • Massachusetts
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Shares of Common Stock EYETEL IMAGING, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities.
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 4th, 2007 • Eyetel Imaging Inc • New York
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of May 1, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and each of the other persons and entities listed on the signature pages hereto, amending that certain Amended and Restated Investor Rights Agreement, dated as of January 14, 2004, as amended on February 8, 2006 (the “Investor Rights Agreement”), by and among the Company and each of the persons and entities listed on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.
April 24, 2006Eyetel Imaging Inc • June 14th, 2007 • Surgical & medical instruments & apparatus
Shares of Common Stock EYETEL IMAGING, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities.
STOCK OPTION AGREEMENT UNDER THE EYETEL IMAGING, INC.Stock Option Agreement • July 23rd, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT (the “Agreement”) is made as of the ____ day of _______, 20__, by and between EYETEL IMAGING, INC., a Delaware corporation (the “Company”), and _________________ ( the “Optionee”) pursuant to the EyeTel Imaging, Inc. 2007 Long-Term Incentive Plan (the “Plan”).
AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND PROMISSORY NOTESNote and Warrant Purchase Agreement • May 4th, 2007 • Eyetel Imaging Inc • New York
AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND PROMISSORY NOTES (the “Amendment”), dated as of May 2, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and the other parties hereto, amending (i) that certain Note and Warrant Purchase Agreement, dated as of December 28, 2006, by and among the Company and the persons and entities named on the Schedule of Purchasers attached thereto as amended from time to time (the “Purchase Agreement”), and (ii) the outstanding Notes thereunder. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
EYETEL IMAGING, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 23rd, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT (the “Agreement”) made as of the ____ day of _______, 20__, by and between EYETEL IMAGING, INC., a Delaware corporation (the “Company”), and _________________ ( the “Executive”) pursuant to the EyeTel Imaging, Inc. 2007 Long-Term Incentive Plan (the “Plan”).
EYETEL IMAGING, INC. AMENDMENT NO. 4 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 25th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of October 24, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and the other persons and entities listed on the signature pages hereto, amending that certain Amended and Restated Investor Rights Agreement, dated as of January 14, 2004, as previously amended on February 8, 2006, May 1, 2007 and September 5, 2007 (the “Investor Rights Agreement”), by and among the Company and each of the persons and entities listed on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.
EYETEL IMAGING, INC. FORM OF WARRANT TO PURCHASE PREFERRED STOCKEyetel Imaging Inc • June 14th, 2007 • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for value received, ___________________________________, with its principal office at ____________________________________, or assigns (the “Holder”), is entitled to subscribe for and purchase from EYETEL IMAGING, INC., a Delaware corporation, with its principal office at 9130 Guilford Road, Columbia, MD 21046 (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated December 28, 2006 by and among the Company and the Purchasers therewith (the “Purchase Agreement”). Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) the product of (i) thirty percent (30%) multiplied by (ii) such Holder’s Loan Amount in the applicable Closing (as defined in the Purchase Agreement), divided
Eyetel Imaging, Inc.Eyetel Imaging Inc • September 18th, 2007 • Surgical & medical instruments & apparatus
AMENDMENT TO PROMISSORY NOTESPromissory Notes • October 25th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT TO PROMISSORY NOTES (this “Amendment”), dated as of October 25, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and each of the other persons and entities listed on the signature pages hereto (the “Holders”), amending those certain Promissory Notes dated October 1, 2007 (the “Notes”), issued by the Company to the Holders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 4th, 2007 • Eyetel Imaging Inc • Maryland
This FOURTH AMENDMENT TO THE LICENSE AGREEMENT (this “Amendment”), is made effective as of May 2, 2007 by and between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 3400 N. Charles Street, Baltimore, MD 21218-2695 (“JHU”), and EyeTel Imaging, Inc., a Delaware corporation (the “Company”) (each of JHU and the Company, a “Party”), having a principal place of business at 9130 Guilford Road, Columbia, MD 21046.
EYETEL IMAGING, INC. AMENDMENT NO. 3 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 18th, 2007 • Eyetel Imaging Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of September 5, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and the other persons and entities listed on the signature pages hereto (the “Existing Investors”), amending that certain Amended and Restated Investor Rights Agreement, dated as of January 14, 2004, as previously amended on February 8, 2006 and May 1, 2007 (the “Investor Rights Agreement”), by and among the Company and each of the persons and entities listed on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.
