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 • 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.
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.
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.
