7% CONVERTIBLE DEBENTURESamir Financial, L.L.C. • September 9th, 2005 • Services-business services, nec • New York
THIS 7% CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued 7% Convertible Debentures of Intraop Medical Corporation, a Nevada corporation, having a principal place of business at 3170 De La Cruz Boulevard, Suite 108, Santa Clara, CA 95054 (the “Company”), designated as its 7% Convertible Debenture, due August 31, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SHORT-TERM COMMON STOCK PURCHASE WARRANTSamir Financial, L.L.C. • September 9th, 2005 • Services-business services, nec
THIS SHORT TERM COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Samir Financial, L.L.C. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of the 6 month anniversary of the Effective Date and the 13 month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intraop Medical Corporation, a Nevada corporation (the “Company”), up to 625,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 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, as defined in Section 2(b).
AGREEMENT TO JOINTLY FILE SCHEDULE 13DSamir Financial, L.L.C. • September 9th, 2005 • Services-business services, nec
The undersigned hereby agrees to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Intraop Medical and hereby affirm that this amendment to the previously filed Schedule 13D is being filed on behalf of each of the undersigned.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 9th, 2005 • Samir Financial, L.L.C. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Samir Financial, L.L.C. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intraop Medical Corporation, a Nevada corporation (the “Company”), up to 625,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 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, as defined in Section 2(b).
