W I T N E S S E T H:Rights Agreement • November 2nd, 2005 • Compumed Inc • Services-computer processing & data preparation • Delaware
CompuMed letterhead]Warrant Agreement • August 12th, 1997 • Compumed Inc • Services-computer processing & data preparation
W I T N E S S E T H:Registration Rights Agreement • January 9th, 1998 • Compumed Inc • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of February 25, 2004, by and between CompuMed, a corporation organized under the laws of State of Delaware, with its principal executive office at with its...Registration Rights Agreement • February 27th, 2004 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.14 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE ("Third Amendment") dated August 10, 2006 for reference purposes, is made and entered into by and between L.A.T. INVESTMENT CORPORATION, a California corporation ("Landlord"), and...Lease • December 29th, 2006 • Compumed Inc • Services-computer processing & data preparation
COMPUMED, INC.Stock Option Agreement • October 16th, 1995 • Compumed Inc • Services-computer processing & data preparation • California
Nothing in the foregoing timetable or in the Escrow Agreement shall be construed as requiring that Meller provide additional consideration for the issuance of any of the Shares. It is expressly understood that the parties are relying upon the...Compumed Inc • December 29th, 1995 • Services-computer processing & data preparation • California
BETWEENOffice Lease • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 25, 2004 by and between CompuMed, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the...Investment Agreement • February 27th, 2004 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
R E C I T A L S ----------------Exclusive License Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.11 COMPUMED, INC. PLACEMENT AGENT AGREEMENT Dated as of: 25 February 2004. The undersigned, CompuMed Inc, a California corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and Dutchess...Agent Agreement • February 27th, 2004 • Compumed Inc • Services-computer processing & data preparation • Delaware
W I T N E S S E T H:Securities Purchase Agreement • January 9th, 1998 • Compumed Inc • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 14th, 1997 • Compumed Inc • Services-computer processing & data preparation • California
Exhibit 10.1 TECHNOLOGY LICENSE AGREEMENT ---------------------------- This Technology License Agreement is entered into this 22nd day of September, 1995 between MERCK & CO., INC, a New Jersey corporation, having a place of business at One Merck...Technology License Agreement • October 17th, 1995 • Compumed Inc • Services-computer processing & data preparation • New York
RECITALS --------Sponsored Research Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • Massachusetts
SETTLEMENT AGREEMENT AND GENERAL RELEASE ---------------------------------------- 1. PARTIES: The parties to this Settlement Agreement and General ------- Release ("Agreement") are CompuMed, Inc., a corporation, and Howard L. Mark, M.D., an...Settlement Agreement and General Release • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
EXHIBIT 10.6 FIRST AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE ("Amendment") dated August 12, 2005 for reference purposes, is made and entered into by and between L.A.T. INVESTMENT CORPORATION, a California corporation ("Landlord"), and...Compumed Inc • December 27th, 2005 • Services-computer processing & data preparation
RECITALSAgreement of Settlement and Mutual • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 50,000 Shares of Common Stock of Compumed, Inc.Compumed Inc • August 14th, 2006 • Services-computer processing & data preparation • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Synthetica (America) Ltd., a California Corporation, (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 June 30, 2008 (the “Termination Date”) to subscribe for and purchase from Compumed, Inc., a Delaware corporation (the “Company”), up to 50,000 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
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 50,000 Shares of Common Stock of Compumed, Inc.Common Stock Purchase Warrant • August 14th, 2006 • Compumed Inc • Services-computer processing & data preparation • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Synthetica (America) Ltd., a California Corporation, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time up to the close of business on June 30, 2008 (the “Termination Date”) to subscribe for and purchase from Compumed, Inc., a Delaware corporation (the “Company”), up to 50,000 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
Exhibit 1.1 WARRANT AGREEMENTWarrant Agreement • March 12th, 1998 • Compumed Inc • Services-computer processing & data preparation • California
SETTLEMENT AGREEMENT AND GENERAL RELEASE ---------------------------------------- 1. PARTIES: The parties to this Settlement Agreement and ------- General Release ("Agreement") are CompuMed, Inc. ("CompuMed"), a corporation, and Mr. Mark C. Branigan...Settlement Agreement and General Release • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation
VARIAN ASSOCIATES, INC. EVALUATION AND DEVELOPMENT AGREEMENT WITH COMPUMED, INC. FOR THE AMORPHOUS SILICON IMAGING DEVELOPMENT SYSTEMEvaluation and Development Agreement • December 19th, 1996 • Compumed Inc • Services-computer processing & data preparation • California
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • Delaware
This Revolving Line of Credit Agreement (the "Agreement") is made and entered into in this 15th day of February, 2008, by and between Boston Avenue Capital, LLC, an Oklahoma limited liability company ("Lender"), and CompuMed, Inc., a Delaware corporation ("Borrower").
AGREEMENTAgreement • May 23rd, 2007 • Compumed Inc • Services-computer processing & data preparation • California
This AGREEMENT (the “Agreement”) is entered into as of May 17, 2007, by and between Compumed, Inc., a Delaware corporation (the “Company”) on one side and Boston Avenue Capital, LLC, an Oklahoma limited liability company, and its affiliates (collectively “BAC”) on the other side.
AGREEMENT August 11, 1995 Recitals: ---------Agreement • December 29th, 1995 • Compumed Inc • Services-computer processing & data preparation
Exhibit 99.1 PRINCIPAL FINANCIAL GROUP Principal Mutual Life Insurance Company CERTIFIED MAIL AND AIRBORNE --------------------------- December 28, 1995 Winston Millet IRSCO Development Co. Inc. 3875 Wilshire Blvd. Suite 607 Los Angeles, CA 90010...Principal Financial • January 5th, 1996 • Compumed Inc • Services-computer processing & data preparation
CEO EMPLOYMENT AGREEMENTCeo Employment Agreement • February 14th, 2003 • Compumed Inc • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between CompuMed, Inc., a California corporation (the “Company”), and John G. (“Jerry”) McLaughlin (“McLaughlin”). This Agreement is effective as of the date on which it has been signed by both parties. Certain background facts are as follows:
Exhibit A JOINT FILING UNDERTAKINGJoint Filing • March 23rd, 2007 • Compumed Inc • Services-computer processing & data preparation
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
Promissory NoteCompumed Inc • January 21st, 2011 • Services-computer processing & data preparation • Delaware
This Promissory Note (the "Note") is made and executed as of the date referred to above, by and between Boston Avenue Capital LLC, an Oklahoma Limited Liability Company (the "Lender"), and CompuMed, Inc., a Delaware corporation ("Borrower"). By this Note, the Borrower promises and agrees to pay to the order of Lender, at 15 East 5th Street, Suite 3200 Tulsa, Oklahoma 74103 or at such other place as Lender may designate in writing, the principal sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00), or the aggregate unpaid principal amount of all advances made by Lender to Borrower pursuant to the terms of a Second Amended Revolving Line of Credit Agreement (the "Loan Agreement") of even date herewith, whichever is less, together with interest thereon from the date each advance is made until paid in full, both before and after judgment at the interest rates specified in paragraph 3 of the Loan Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2011 • Compumed Inc • Services-computer processing & data preparation
This JOINT FILING AGREEMENT is entered into as of February 4, 2011, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of CompuMed, Inc., a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
CONSULTING AGREEMENTConsulting Agreement • June 7th, 2007 • Compumed Inc • Services-computer processing & data preparation
This Consulting Agreement (the “Agreement”) is made by and between CompuMed, Inc., a California corporation (“CompuMed”), on the one hand, and Synthetica Ltd., a California corporation (“Synthetica”), on the other hand. This Agreement is effective as of the date on which it has been signed by both parties.
AGREEMENTMutual Release and Waiver • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • California
THIS AGREEMENT (the “Agreement”) is entered into as of February 15, 2008 (the “Effective Date”), by and between CompuMed, Inc., a Delaware corporation (the “Company”); Boston Avenue Capital, LLC (“BAC”), an Oklahoma limited liability company; and Robert Stuckelman, John Romm, M.D., and Stuart Silverman, M.D., each a resident of California and John Minnick, a resident of Kansas, and each a member of the Board of Directors of the Company and each unaffiliated with BAC (collectively, the “Board Members”).
COMMON STOCK PURCHASE WARRANT To Purchase 16,000,000 Shares of Common Stock of CompuMed, Inc. Date: February 15, 2008Common Stock Purchase • February 19th, 2008 • Compumed Inc • Services-computer processing & data preparation • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, including without limitation a purchase price of Five Thousand Dollars ($5,000) (the “Warrant Purchase Price”), BOSTON AVENUE CAPITAL, LLC, an Oklahoma limited liability company (together with its permitted successors and assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth in this Warrant, to purchase from COMPUMED, INC., a Delaware corporation (the “Company”), up to 16,000,000 shares, subject to adjustment as set forth herein, of the Company’s Common Stock, par value $0.01 per share (the “Warrant Shares”), for the “Exercise Price” per share determined pursuant to Section 1(b) of the Warrant and subject to adjustment as set forth herein, if and only if the Company’s stockholders approve an increase in the Company’s authorized Common Stock sufficient to permit that number of shares to be reserved for issuance, and issu
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 500,000 Shares of Common Stock of CompuMed, Inc.Compumed Inc • March 16th, 2007 • 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.
