Bcc Acquisition Ii Llc – BCC ACQUISITION II LLC c/o Bay City Capital Fund I, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94109 (November 23rd, 2005)
In connection with the sale, assignment, and transfer (the “Assignment”) of securities (the “Securities”) of Diametrics Medical, Inc. (“DMED”) held by BCC Acquisition II, LLC (“BCCAII”) to Ocean Park Advisors, LLC (“Ocean Park”) and M.A.G. Capital, LLC (“MAG”) as described in the letter agreement, dated as of November 21, 2005 (the “Letter Agreement”), between BCCAII, Ocean Park and MAG, BCCAII agreed to transfer its interest in $6,684,083 in principal amount of Convertible Senior Secured Notes Due August 4, 2005 of DMED (the “BCCAII Note”). Pursuant to a Participation Agreement dated as of July 30, 1998 BCCAII sold participations in the BCCAII Note to certain investors. BCCAII has secured the consent to the Assignment of all but one of the participants in the BCCAII Note (the “Remaining Participant”), whose interest is equal to $15,917.00 principal amount of the Note, plus accrued interest (the “Participation”). In connection with the Assignment, BCCAII hereby agrees as follows:
Bcc Acquisition Ii Llc – BCC ACQUISITION II LLC (November 23rd, 2005)
This letter agreement shall in no way obligate, or be deemed to obligate, BCCAII to pay any amounts to any creditors of DMED with respect to the liabilities set forth on Exhibit A and neither such creditors nor any other party shall be a third party beneficiary of the agreements set forth herein.
Bcc Acquisition Ii Llc – WARRANT TO PURCHASE COMMON STOCK (April 14th, 2005)
THIS WARRANT CERTIFIES THAT for value received, BCC Acquisition II, LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein.
Bcc Acquisition Ii Llc – LIMITED STANDSTILL AGREEMENT (April 14th, 2005)
This AGREEMENT (the “Agreement”) is made as of the 15th day of December, 2004, by the signators hereto (the “Holder”), in connection with his ownership of shares of Diametrics Medical, Inc., a Minnesota corporation (the “Company”).