Disclosure Schedule to Securities Purchase Agreement between Intraop Medical Corporation and Purchasers (August 31, 2005)

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Summary

This Disclosure Schedule supplements the Securities Purchase Agreement dated August 31, 2005, between Intraop Medical Corporation and its purchasers. It details the company's subsidiaries, outstanding debts, capitalization, and existing defaults on certain loans and obligations. The schedule also discloses liens on company assets, convertible notes, warrants, and legal actions involving creditors. It outlines key financial obligations, conversion rights for debt holders, and settlement agreements, providing transparency about the company's financial and legal status as of the agreement date.

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EX-10.9 13 a4962384ex10-9.txt EXHIBIT 10.9 Exhibit 10.9 DISCLOSURE SCHEDULE ------------------- This Disclosure Schedule, dated as of August 31, 2005 ( the "Schedule"), is made and given pursuant to Article III and Article IV of the Securities Purchase Agreement dated as of August 31, 2005 by and among Intraop Medical Corporation and the purchasers named therein (the "Agreement"). Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. Notwithstanding anything to the contrary contained in this Schedule or in the Agreement, the information and disclosures contained in each section of this Schedule (including any schedules attached to this Schedule) shall be deemed to be disclosed and incorporated by reference in each of the sections of this Schedule as though fully set forth in such other sections (whether or not specific cross-references are made) where it is reasonably apparent on the face of the disclosure (without regard to the contents of any document referred to in such disclosure and the contents of which are not expressly described or facts and circumstances not expressly described or implied in such disclosure) that it is applicable to such other sections, and shall be deemed to qualify and limit all representations, warranties and covenants of the Company contained in the Agreement. Section 3.1(a)(b) The Company's subsidiaries are: 1. Intraop Medical Services, Inc., a Delaware corporation, a wholly owned subsidiary. The company is in good standing in Delaware, but is not in good standing in California due to failure to pay California franchise taxes. The Company is the sole stockholder. 2. IMS Louisville, LLC a Delaware limited liability corporation, of which the Company is the sole member and manager. IMS Louisville is inactive in Delaware, pending dissolution. Section 3.1(d)(ii) Unless certain waivers or consents are given on or prior to the Closing Date, the execution, delivery, and performance of the Transaction Documents would conflict with or constitute a default under: 1. Loan Agreement and/or related agreements of March 22, 2004 between the Company, as successor to Intraop Medical, Inc., and Samir Financial, L.L.C., a Illinois limited liability company for $3,000,000.00 of outstanding principal (the "Samir Debt"). Interest on this note, at 21.00% per annum, has been prepaid through September 22, 2005. 1 2. Section 5(d) of the Note Purchase Agreement and/or related agreements dated March 1, 2002 between the Company, as successor to Intraop Medical, Inc., and various note holders totaling approximately $480,000.00 of outstanding principal plus accrued interest at 9.00% per annum accruing from April 1, 2005 (the "PN Debt"). Section 3.1(g) 1. The capitalization of the Company consists of 100,000,000 shares of authorized common stock, $0.001 par value, of which 17,733,028 shares are outstanding. Included in the outstanding shares are 2,400,000 shares related to the Samir Debt which will be cancelled upon repayment of that debt. No other class of stock is authorized or outstanding. 2. Holders of the PN Debt have the right to convert their notes to shares of the Company's common stock at any time and at their sole discretion at a conversion price of $1.25 per share. However, subject to the close, note holders of PN Debt shown on Exhibit 4.9(b) have agreed to convert their outstanding principal to Company common stock at $0.70 per share and their outstanding interest and the principal and interest of the remaining note holders shown on Schedule 4.9(f) will be repaid. 3. Holders of the certain promissory notes executed pursuant to its Convertible Promissory Note Program in the original principal amount of $1,370,192.04 plus accrued interest, at 8.00% per annum, of $105,433 as of July 31, 2005 (the "Bridge Debt"), which were due in full at March 31, 2005, but remain outstanding have the right to convert their notes to shares of the Company's common stock at any time and at their sole discretion at a conversion price of $1.50 per share. However, subject to the close, Bridge Debt note holders shown on Exhibit 4.9(d) have agreed to convert their outstanding principal and interest to shares of Company common stock at $0.70 per share while the notes of the remaining note holders shown on Exhibit 4.9(g) will be repaid. 4. The Company has outstanding options exercisable 1,127,500 for shares of the Company's common stock at prices ranging from $0.10 per share to $1.375 per share. 5. The Company has outstanding warrants exercisable for 1,448,174 shares of the Company's common stock at exercise prices ranging from $0.52 per share to $2.50 per share. 6. The Company received notices from shareholders representing all 97,000 shares of common stock who had previously voted against the Merger that they wished to redeem their shares in accordance with certain dissenter's rights provisions. The estimated redemption value is $121,250. 7. The Company is obligated to issue certain warrants Stonegate Securities, Inc., a Texas corporation ("Stonegate"), as described in Section 3.1(s) below. 2 Section 3.1(i)(ii) On August 22, 2005 and August 26, 2005, the Company became obligated under notes in the principal amount of $187,500 from Donald A. Goer, its CEO and Chairman. The notes are unsecured and bear interest at 9% per annum and are to be repaid when the finances of the Company permit and have not been disclosed in filings with the SEC. Section 3.1(j) At June 30, 2005, the Company owed Siemens Medical Solutions, Oncology Care Systems Division, a division of Siemens Medical Solutions USA, Inc. (collectively "Siemens") $152,258 (after including interest) (the "Siemens Debt") due to the termination of the Company's Manufacturing and Distribution agreement with Siemens in October 2002. In December 2004, the Company and Siemens reached a settlement agreement whereby the Company signed an unsecured note in the amount of $171,185 in full satisfaction of all outstanding amounts due Siemens. The note was due in full on December 31, 2004. The Company did not make the payment due on December 31, 2004, but did, however, pay all accrued interest plus principal in the amount of $21,185 in May 2005. On June 10, 2005, Siemens served the Company with a summons and complaint for $144,702.51 outstanding and due under such note plus costs incurred in connection with enforcing such note. On July 5, 2005, the Company made principal payments aggregating $47,742, plus accrued interest. On July 14, 2005, Siemens and the Company reached a settlement with respect to the balance of approximately $102,258 owed by the Company to Siemens under the note. The parties agreed that the Company will repay such note in two installments, $50,000 by July 30, 2005 and the balance of the outstanding principal and accrued interest by August 31, 2005. In addition, the Company entered into a stipulation of entry of judgment for such amount plus costs and Siemens agreed to forbear enforcing such judgment so long as the Company makes the agreed payments. The Company did not make the required payment on July 31, 2005. Section 3.1(l) The Company is in payment default under (i) the Siemens Debt, (ii) the PN Debt and (iii) the Bridge Debt. Section 3.1(n) 1. All of the assets of the Company are subject to a lien and security interest which secures the Samir Debt. 3 2. Pursuant to a Factoring Agreement dated February 24, 2005 ("Factoring Agreement") in the principal amount of $1,060,000, the Company has pledged its right, title and interest in its Mobetron S/N 13 and all contracts or proceeds related to the unit, including its contemplated contract for sale of the unit to the University of Heidleburg, to E.U. Capital Venture, Inc., a Nevada corporation ("EU Venture"). 3. In October 2004, the Company entered into an inventory repurchase agreement with a EU Venture (the "First EU Repurchase Agreement"). Under the terms of the agreement, EU Venture placed an order for Mobetron S/N 15 (the "Financed Mobetron") with CDS Engineering LLC ("CDS") and gave a deposit to CDS of $525,000 towards the purchase of that Mobetron. In January 2005, the Company entered into an inventory repurchase agreement with EU Venture (the "Second EU Repurchase Agreement"). Under the terms of the agreement, the EU Venture placed an order for Mobetron S/N 14 (the "Second Financed Mobetron") with CDS and gave a deposit to CDS of $540,000 towards the purchase of that Mobetron. In April 2005, the Company entered into an inventory repurchase agreement with EU Venture (the "Third EU Repurchase Agreement"). Under the terms of the agreement, the EU Venture placed an order for a Mobetron S/N 15 (the "Third Financed Mobetron") with the Company and gave a deposit to the Company of $562,000 towards the purchase of that Mobetron. The Financed Mobetron, the Second Financed Mobetron and the Third Financed Mobetron are subject to a lien by EU Venture. 4. On August 16, 2005, the Company entered in to an Inventory/Factoring Agreement with E.U.C. Holding and EU Venture (the "EU Line"). The Company anticipates that inventory and contracts currently financed under the Factoring Agreement, the First EU Repurchase Agreement, the Second EU Repurchase Agreement and the Third EU Repurchase Agreement will be refinanced under the EU Line and be subject to liens under EU Line. Section 3.1(p) The Company's directors and officer's insurance coverage in the amount of $3,000,000 is less than the anticipated Subscription Amount. Section 3.1(q) The Company has entered into certain loan agreements with its officers and directors as described in Section 3.1(i)(ii) above. Section 3.1(r) The Company is in material compliance with the disclosure controls and procedures provisions of the Sarbanes-Oxley Act of 2002. The internal accounting controls provisions of the Sarbanes-Oxley Act of 2002 are not yet applicable to the Company and the Company may not be in material with all of such provisions. However, the Company is working to insure that it is in compliance with such provisions when they become applicable to the Company. 4 Section 3.1(s) The Company has entered into Placement Agency Agreement dated May 17, 2005 ("Agency Agreement") with Stonegate under which the consummation of the transactions contemplated by the Transaction Documents are subject to certain fees and other compensation being paid to Stonegate. Specifically, Stonegate is entitled under the agreement to receive, at closing of the contemplated transactions:(i) proceeds equal 7% of the Subscription Amount (the "Fee Amount"), (ii) a number of warrants equal to the Fee Amount divided by initial Conversion Price and which warrant shall be substantially similar in the form of Exhibit 3.1(s) and (iii) reimbursement of reasonable out-of-pocket expenses of Stonegate up to an aggregate maximum of $20,000. Section 3.1(v) The Company has not granted registration rights to any parties other than those to be included on the Company's first registration as set forth on Schedule 6(b) to the Registration Rights Agreement. Section 3.1(y) The Company has disclosed to Stonegate, Bushido Capital Master Fund, L.P, Regenmacher Holdings, Ltd. and [Gamma] information that constitutes or might constitute material, nonpublic information pursuant to nondisclosure agreements executed by such Purchasers, including but not limited to, detailed sales and manufacturing projections and forecasts, detailed financial projections, lists of holders and their holdings of the Company's stock, warrants, options, and debt and accounts payable, and agreements pursuant to those holdings. Any such information that is or might constitute material nonpublic information about the Company will not be material or will be publicly available on or prior to such date that the Company files its Form 10-KSB for its fiscal year ending September 30, 2005. Section 3.1(aa) Except as disclosed in Section 3.1(h) above, the SEC Reports set forth all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Section 3.1(ee) The Company's certified public accountants at the time of the issuance of the 10-KSB for the year ended December 31, 2004 were Madsen and Associates CPA's, Inc. Subsequent to the Merger, the Company retained Stonefield Josephson, Inc., as its accountants. 5 Section 3.1(ff) The Regenmacher Debenture and certain inventory financing will be senior to the Debentures upon liquidation or dissolution. Section 3.1(gg) As of June 30, 2005 the Company has outstanding invoice from DLA Piper Rudnick Gray Cary US LLP ("Gray Cary") totaling approximately $446,781 for legal services. The Company has asked Gray Cary to adjust its billings to the Company due to certain disagreements over the invoiced amounts. Schedule 4.9 A. The following Indebtedness will remain outstanding following the close: 1. The Convertible Debenture. 2. The Senior Secured Debenture. 3. To the extent not refinanced under the EU Line: the Factoring Agreement, the First EU Repurchase Agreement, the Second EU Repurchase Agreement and the Third EU Repurchase Agreement. 4. The EU Line. 5. Promissory notes shown on Exhibit 4.9(a) and Exhibit 4.9(j). B. The following Indebtedness will convert to Company common stock at $0.70 per share contemporaneous with the close: 1. PN Debt principal shown on Exhibit 4.9(b). 2. Bridge Debt principal and approximate interest shown on Exhibits 4.9(c) and 4.9(d). 3. Shareholders advances from Robert Minor and John From totaling $438,000. 4. Promissory note principal and approximate interest shown on Exhibit 4.9(e). C. The following Indebtedness will be repaid contemporaneous with or immediately following the close: 1. Samir Debt principal of $2,500,000 including accrued interest and fees. 2. PN Debt shown on Exhibit 4.9(f) and PN Debt approximate interest shown on Exhibit 4.9(b). 3. Bridge Debt principal and approximate interest shown on Exhibit 4.9(g). 4. Promissory note principal and approximate interest shown on Exhibit 4.9(h). D. Samir Debt principal in the amount of $500,000 will be converted to Convertible Debentures contemporaneous with the close. E. Indebtedness on Exhibit 4.9(i) and (j) will be repaid from the close of any subsequent funding. G. The remainder of any proceeds may be used for any legitimate corporate purpose including the satisfaction of outstanding trade payables. 6 Exhibit 4.9(a) -- Remain Outstanding Following Close Individual Related Party Promissory Notes
Interest Calculation Dates Calc Date 8/31/05 Last Paid 12/31/01 Int. Owed Name Amount Int. Rate Note Date Deposit Date From Int Due - ------------------------------------ ---------------- -------------- ------------- ------------- -------------- --------------- Donald A. Goer 642,754.60 9.00% 9/30/04 9/30/04 9/30/04 55,127.23 Mary Louise Meurk 164,670.75 9.00% 9/30/04 9/30/04 9/30/04 14,123.34 Donald A. Goer 25,000.00 9.00% 6/9/05 6/9/05 6/9/05 513.05 Donald A. Goer 25,000.00 9.00% 7/22/05 7/22/05 7/22/05 246.58 Donald A. Goer 60,000.00 9.00% 8/1/05 8/1/05 8/1/05 443.84 - ------------------------------------ ---------------- -------------- ------------- ------------- -------------- --------------- Total 917,425.35 70,454.04 ==================================== ================ ============== ============= ============= ============== ===============
7 Exhibit 4.9(b) -- Principal Converting to Common Stock PN Debt -- 3rd Parties
Interest From 4/1/05 Interest Thru 8/31/05 Note/Repay Interest Investor Amount Rate Date Through Days Interest Due - --------------------------- --------------- ----------- ---------------- --------------- --------------- ---------------- Robert Sharpe 15,000.00 9.00% 3/1/02 8/31/05 153 565.89 Morton Goulder 50,000.00 9.00% 3/6/02 8/31/05 153 1,886.30 Allan Martin 70,000.00 9.00% 3/28/02 8/31/05 153 2,640.82 Richard Ference 50,000.00 9.00% 5/30/02 8/31/05 153 1,886.30 Peter Carriero 50,000.00 9.00% 9/11/02 8/31/05 153 1,886.30 George Chung 50,000.00 9.00% 12/19/02 8/31/05 153 1,886.30 C. Ted Wolf 50,000.00 9.00% 9/1/03 8/31/05 153 1,886.30 - --------------------------- --------------- ----------- ---------------- --------------- --------------- ---------------- Total 335,000.00 12,638.22 =========================== =============== =========== ================ =============== =============== ================
8 Exhibit 4.9(c) -- Principal and Interest Converting to Common Stock Bridge Notes -- Related Party
From 1/1/03 Through 8/31/05 Invest/Repay Investor Amount Rate Note Date Date Days Interest Due - --------------------------------- ---------- ----------------- ----------------------- --------------- ---------------------- Donald Goer 25,000.00 8.00% 1/12/04 1/12/04 598 3,276.71 Donald Goer 75,000.00 8.00% 1/19/05 1/19/05 225 3,698.63 - --------------------------------- ---------- ----------------- ----------------------- --------------- ---------------------- Total 100,000.00 6,975.34 ================================= ========== ================= ======================= =============== ======================
9 Exhibit 4.9(d) -- Principal and Interest Converting to Common Stock Bridge Notes -- 3rd Party
From 1/1/03 Through 8/31/05 Invest/Repay Investor Amount Rate Note Date Date Days Interest Due - ---------------------------------- ----------------- ---------- ------------- ------------------ ------------ ----------------- Ronald W. Minor 251,250.00 8.00% 10/21/03 10/21/03 681 37,501.64 Elva L. Rust TR 5,000.00 8.00% 1/21/04 1/22/04 588 644.38 S. Mitchell Harmon 25,000.00 8.00% 2/10/04 2/10/04 569 3,117.81 Fredrick Naftolin 25,000.00 8.00% 2/12/04 2/12/04 567 3,106.85 Barbara Bodine 10,000.00 8.00% 3/5/04 3/5/04 545 1,194.52 Chiyoda Technol 91,530.00 8.00% 4/15/04 4/15/04 504 10,110.93 Huub van Roosmalen 20,000.00 8.00% 4/20/04 4/20/04 499 2,187.40 Schonberg Research Corporation 63,918.33 8.00% 5/31/04 5/31/04 458 6,416.35 Edward S. Sternick 99,156.21 8.00% 6/9/04 6/9/04 449 9,758.06 KAS Associates 15,000.00 8.00% 10/1/04 10/1/04 335 1,101.37 Ronald W. Minor 282,500.00 8.00% 12/28/04 12/28/04 247 15,293.70 Freidrichs 1,837.50 8.00% 1/22/05 1/22/05 222 89.41 Eugene Lin 25,000.00 8.00% 2/10/05 2/10/05 203 1,112.33 Schonberg Research Corporation 90,000.00 8.00% 2/10/05 2/10/05 203 4,004.38 Schonberg Family Trust 25,000.00 8.00% 2/22/05 2/22/05 191 1,046.58 Richard Supan IRA 25,000.00 8.00% 3/8/05 3/8/05 177 969.86 Ronald W. Minor 100,000.00 8.00% 3/10/05 3/10/05 175 3,835.62 Richard Ference 30,000.00 8.00% 3/10/05 3/10/05 175 1,150.68 Jay Bhatt Trust 25,000.00 8.00% 3/24/05 3/24/05 161 882.19 - ---------------------------------- ----------------- ---------- ------------- ------------------ ------------ ----------------- Total 1,210,192.04 103,524.06 ================================== ================= ========== ============= ================== ============ =================
10 Exhibit 4.9(e) -- Principal and Interest Converting to Common Stock Individual Third Party Promissory Notes
Interest Calculation Dates Calc Date 8/31/05 Last Paid 12/31/01 Int. Owed Name Amount Int. Rate Note Date Deposit Date From Int Due - ------------------------------------ ---------------- -------------- ------------- ------------- -------------- --------------- Schonberg Family Trust 41,270.25 9.00% 8/16/05 8/16/05 8/16/05 152.64 - ------------------------------------ ---------------- -------------- ------------- ------------- -------------- --------------- Total 41,270.25 152.64 ==================================== ================ ============== ============= ============= ============== ===============
11 Exhibit 4.9(f) -- Repay from Proceeds PN Debt -- 3rd Parties
Interest From 4/1/05 Interest Thru 8/31/05 Note/Repay Interest Investor Amount Rate Date Through Days Interest Due - ----------------- --------------- --------- ------------------- -------------- --------------- ---------------- Robert Sharpe 15,000.00 9.00% 3/1/02 8/31/05 153 565.89 James Lynch 50,000.00 9.00% 3/28/02 8/31/05 153 1,886.30 Marie Carriero 80,000.00 9.00% 5/23/03 8/31/05 153 3,018.08 - ----------------- --------------- --------- ------------------- -------------- --------------- ---------------- Total 145,000.00 5,470.27 ================= =============== ========= =================== ============== =============== ================
12 Exhibit 4.9(g) -- Repay from Proceeds Bridge Notes -- 3rd Party
From 1/1/03 Through 8/31/05 Invest/Repay Investor Amount Rate Note Date Date Days Interest Due - ---------------------------- --------------- --------- ---------------- -------------------- -------------- ------------------- C&C Nuclear Systems 10,000.00 8.00% 4/28//04 4/28/04 491 1,076.16 Carl Hsu 50,000.00 8.00% 11/16/04 11/16/04 289 3,167.12 - ---------------------------- --------------- --------- ---------------- -------------------- -------------- ------------------- Total 60,000.00 4,243.29 ============================ =============== ========= ================ ==================== ============== ===================
13 Exhibit 4.9(h) -- Repay from Proceeds Individual Related Party Promissory Notes
Interest Calculation Dates Calc Date 8/31/05 Last Paid 12/31/01 Int. Owed Name Amount Int. Rate Note Date Deposit Date From Int Due - --------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Donald A. Goer 160,000.00 9.00% 8/22/05 8/22/05 8/22/05 355.07 Donald A. Goer 27,500.00 9.00% 8/26/05 8/26/05 8/26/05 33.90 - --------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Total 187,500.00 388.97 =========================== ================ ============== ============= ============= ============== ===============
14 Exhibit 4.9(i) -- Repay from Subsequent Close Individual Third Party Promissory Notes
Interest Calculation Dates Calc Date 8/31/05 Last Paid 12/31/01 Int. Owed Name Amount Int. Rate Note Date Deposit Date From Int Due - ----------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Jerome Vaeth 50,000.00 9.00% 9/30/95 9/30/95 12/31/01 19,471.04 - ----------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Total 50,000.00 19,471.04 ============================= ================ ============== ============= ============= ============== ===============
15 Exhibit 4.9(j) -- Repay from Subsequent Close Individual Related Party Promissory Notes
Interest Calculation Dates Calc Date 8/31/05 Last Paid 12/31/01 Int. Owed Name Amount Int. Rate Note Date Deposit Date From Int Due - -------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Donald A. Goer 70,000.00 9.00% 5/31/05 5/31/05 5/31/05 1,599.79 Donald A. Goer 30,000.00 9.00% 6/30/05 6/30/05 6/30/05 460.32 Mary Louise Meurk 10,000.00 9.00% 7/21/05 7/21/05 7/21/05 101.10 John Matheu 5,000.00 9.00% 7/28/05 7/28/05 7/28/05 41.92 Ted Phillips 5,000.00 9.00% 8/1/05 8/1/05 8/1/05 36.99 - -------------------------- ---------------- -------------- ------------- ------------- -------------- --------------- Total 120,000.00 2,240.10 ========================== ================ ============== ============= ============= ============== ===============
16 SCHEDULE 6(b) to REGISTRATION RIGHTS AGREEMENT This Schedule 6(b), dated as of August 31, 2005 ( the "Schedule"), is made and given pursuant to Article 6(b) of the Registration Rights Agreement dated as of August 31, 2005 by and among Intraop Medical Corporation and the purchasers named therein (the "Agreement"). Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. The Company Initial Registration will include: 1. All of the Company's outstanding common stock except 445,000 shares issued to Summit Financial Partners, L.L.C or its employees or affiliates pursuant to the close of the Company's merger on March 9, 2005. 2. Shares of Mr. John From to the extent of his conversion of a prior investment of $416,000 into the Company's common stock at $0.70 per share. 3. Shares of Mr. Robert Minor to the extent of his conversion of a prior investment of $22,000 into the Company's common stock at $0.70 per share. 4. PN Debt holders shown on Exhibit 4.9(b) to the Purchase Agreement to the extent of their conversion into common stock. 5. Bridge Debt holders shown on Exhibit 4.9(c) and 4.9(d) to the Purchase Agreement to the extent of their conversion into common stock. 6. Promissory note holders shown on Exhibit 4.9(e) to the Purchase Agreement to the extent of their conversion into common stock. 7. Holders of outstanding warrants exercisable for 1,448,174 shares of the Company's common stock. 8. Holders of outstanding options exercisable 1,127,500 for shares of the Company's common stock. 9. Samir Financial, L.L.C., a Illinois limited liability company, for up to 2,400,000 shares of the Company's common stock to the extent these shares are not cancelled as part of the close. 10. Stonegate Securities, Inc., a Texas corporation ("Stonegate") as the holder of warrants for shares of the Company's common stock granted in relation to a Placement Agreement between Stonegate and the Company dated May 17, 2005. 11. The Company has received lock-up agreements pursuant to Section 2.3(b)(v) of the Securities Purchase Agreement from the parties shown on Exhibit A. EXHIBIT A TO SCHEDULE 6(b) WR Hambrecht + Company Donald A. Goer Hans Morkner Richard Supan (due prior to second close) Russell G. Schonberg Schonberg Research Corporation Mary Louise Meurk Pollaczek Ronald Haynes Wayne Gianotti Carl Outzen Cinnabar Investments Ronald Minor John From Richard From DISCLOSURE SCHEDULE ------------------- This Disclosure Schedule, dated as of August 31, 2005 ( the "Schedule"), is made and given pursuant to Article III of the Subsidiary Guarantee dated as of August 31, 2005 by and among the Guarantors and the Purchasers named therein (the "Agreement"). Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. Notwithstanding anything to the contrary contained in this Schedule or in the Agreement, the information and disclosures contained in each section of this Schedule (including any schedules attached to this Schedule) shall be deemed to be disclosed and incorporated by reference in each of the sections of this Schedule as though fully set forth in such other sections (whether or not specific cross-references are made) where it is reasonably apparent on the face of the disclosure (without regard to the contents of any document referred to in such disclosure and the contents of which are not expressly described or facts and circumstances not expressly described or implied in such disclosure) that it is applicable to such other sections, and shall be deemed to qualify and limit all representations, warranties and covenants of the Company contained in the Agreement. Section 3(a) 1. Intraop Medical Services, Inc., a Delaware corporation, is in good standing in Delaware, but is not in good standing in California due to failure to pay California franchise taxes. The Company is the sole stockholder. 2. IMS Louisville, LLC a Delaware limited liability corporation, is inactive in Delaware, pending dissolution. Section 3(c) Unless certain waivers or consents are given on or prior to the Closing Date, the execution, delivery, and performance of the Transaction Documents would conflict with or constitute a default under certain agreements described in the Section 3.1(d)(ii) of the Disclosure Schedule to the Securities Purchase Agreement. Section 3(d) The Company is in payment default under certain agreements described in the Section 3.1(l) of the Disclosure Schedule to the Securities Purchase Agreement. DISCLOSURE SCHEDULE This Schedule, dated as of August 31, 2005 ( the "Schedule"), is made and given pursuant to Article 3 of the Security Agreement dated as of August 31, 2005 by and among Intraop Medical Corporation and all of the Subsidiaries of the Company and the Secured Parties named therein (the "Agreement"). Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. Notwithstanding anything to the contrary contained in this Schedule or in the Agreement, the information and disclosures contained in each section of this Schedule (including any schedules attached to this Schedule) shall be deemed to be disclosed and incorporated by reference in each of the sections of this Schedule as though fully set forth in such other sections (whether or not specific cross-references are made) where it is reasonably apparent on the face of the disclosure (without regard to the contents of any document referred to in such disclosure and the contents of which are not expressly described or facts and circumstances not expressly described or implied in such disclosure) that it is applicable to such other sections, and shall be deemed to qualify and limit all representations, warranties and covenants of the Company contained in the Agreement. Section 4(h)(ii) Unless certain waivers or consents are given on or prior to the Closing Date, the execution, delivery, and performance of the Transaction Documents would conflict with or constitute a default under certain agreements described in the Section 3.1(d)(ii) of the Disclosure Schedule to the Securities Purchase Agreement. Section 4(u) 3. Intraop Medical Services, Inc., a Delaware corporation, is in good standing in Delaware, but is not in good standing in California due to failure to pay California franchise taxes. The Company is the sole stockholder. 4. IMS Louisville, LLC a Delaware limited liability corporation, is inactive in Delaware, pending dissolution. Section 4(x) The Company is negotiating a lease for relocation of its chief executive offices, expected to occur within the next 30 day to: 570 Del Rey Avenue, Sunnyvale CA 94085 SCHEDULE A The books of account and records of the Company are or may be kept at the following locations: Intraop Medical Corporation 3170 De La Cruz Blvd. Suite 108 Santa Clara CA 95054 Intraop Medical Corporation 570 Del Rey Avenue Sunnyvale CA 94085 Corovan 2311 Kruse Drive San Jose CA 95131 Collateral is or may be stored at the following locations: Primary Locations Sales or Service Offices Intraop Medical Corporation Chapple Musselwhite 3170 De La Cruz Blvd. Suite 108 Intraop Medical Corporation. Santa Clara CA 95054 919 Curtis Drive Arlington, TX 76012 Intraop Medical Corporation 570 Del Rey Avenue Peter Yu Sunnyvale CA 94085 Intraop Medical Corporation. 5235 Ruette De Mar Intraop Medical Corporation San Diego CA 92103 27206 Calaroga Avenue, Suite116 Hayward CA 94545 Michael Ancell Intraop Medical Corporation. CDS Engineering LLC 248 Secret Way 4415 Technology Drive Casselberry FL 32707 Fremont CA 94538 Accuray Incorporated 1383 Shorebird Way Mountain View CA 94043 Corovan 2311 Kruse Drive San Jose CA 95131 SCHEDULE B The assets of the Company are subject to a liens and security interests which are further described in Section 3.1(n) to the Disclosure Schedule to the Securities Purchase Agreement. SCHEDULE E Intraop Medical Corporation was organized under the laws of the State of Nevada on November 5, 1999 under the name DigitalPreviews.com. On January 21, 2004, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the name of the Company from DigitalPreviews.com, Inc. to Intraop Medical Corporation. On February 24, 2004, the Company signed a definitive agreement and plan of reorganization (the "Merger Agreement") with Intraop Medical, Inc., a privately-held Delaware corporation (the "Target") under which the Target would be merged with and into the Company in a tax-free exchange of stock. Under the Merger Agreement, the Company would issue one share of its common stock in exchange for each share of the Target outstanding shares of common and preferred stock on the closing date of the proposed merger. All of the Target's obligations under its outstanding options, warrants, and convertible securities were to be assumed by the Company. The Board of Director's of the Company approved the merger on February 24, 2004, the Target's Board of Directors approved the merger on February 12, 2004. In addition, the merger was approved by the Company's majority stockholder on September 3, 2004, and by the Target's stockholders on July 13, 2004. The merger was consummated on March 9, 2005 as considerations for the merger were exchanged. SCHEDULE G Intentionally left blank. SCHEDULE F The Company has the following registered the following trademarks with the United States Patent and Trademark Office: Trademark Registration Date U.S. Reg. Number - ------------------------------------------------------------------------------ Mobetron Feb. 27, 2001 2,432,157 Intraop Medical Jan. 1, 2002 2,526,210 The Company is the registered owner of the domain name "intraopmedical.com". Schedule continued on next page. SCHEDULE F (CONTINUED) The Company maintains the following patent portfolio: Docket No. Country Patent No. Serial No. - ---------------- ------------------- ------------- --------------------------- OP 105 U.S. 5,321,271 08/040115 PCT filed nationals PCT/US94/02144 Europe 700578 94911427.6 Grt Brit 700578 same France 700578 same Germany 700578 same Italy 700578 same Russia ###-###-#### PCT/US94/02144 Japan 2,588,480 Heisei 6 (1994)-522065 - ---------------- ------------------- ------------- --------------------------- OP 124 (cont. U.S. 5,418,372 08/258,569 of Op 105) - ---------------- ------------------- ------------- --------------------------- OP 135 U.S. 5,661,377 08/390,122 Europe 811307 96906476.5 Grt Britain 811307 same France 811307 same Germany 811307 same Japan Heisei8(1996)-525153 Russia ###-###-#### ###-###-#### - ---------------- ------------------- ------------- --------------------------- OP 146 U.S. 6,078,036 08/942334 PCT PCT/US99/09364 EU ###-###-#### Japan 2000-546663 Russia ###-###-####/27708 ================ =================== ============= =========================== Issue Date Title of the Patent or Application Inventor - ------------- ------------------------------------------------------- ---------- 6/14/94 Intraoperative Electron Beam Therapy System & Facility Schonberg 10/17/01 same same same same same same same same same same same same same same 1999 same same 7/25/97 same same - ------------- ------------------------------------------------------- ---------- 5/23/95 Intraoperative Electron Beam Therapy System & Facility Schonberg - ------------- ------------------------------------------------------- ---------- 8/26/97 Microwave Power Control Apparatus For Linear Mishlin 2005 same same same same same same same same same same same same same 2/10/05 same same - ------------- ------------------------------------------------------- ---------- 6/20/00 Laser Soft Docking System for Medical Treatment System Cook same same same same 6/20/04 same same ============= ======================================================= ==========