Bay City Capital Management LLC and Bay City Capital LLC By: /s/ John D. Diekman ----------------------------------- Its: ManagerBCC Acquisition Ii LLC • July 10th, 1998 • Electromedical & electrotherapeutic apparatus
The undersigned hereby agree that any Statement on Schedule 13D to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of Diametrics Medical, Inc., a Minnesota corporation, may be filed by BCC Acquisition II LLC on behalf of all of the undersigned.
DIAMETRICS MEDICAL, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • Minnesota
WARRANT TO PURCHASE COMMON STOCKBCC Acquisition Ii LLC • April 14th, 2005 • Electromedical & electrotherapeutic apparatus • Minnesota
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.
RECITALSLLC Operating Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus
EXHIBIT C NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • Minnesota
PARTICIPATION AGREEMENTParticipation Agreement • August 14th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • California
HEWLETT-PACKARD COMPANYBCC Acquisition Ii LLC • July 15th, 1999 • Electromedical & electrotherapeutic apparatus
RECITALLLC Operating Agreement • August 14th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus
BCC ACQUISITION II LLC c/o Bay City Capital Fund I, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94109BCC Acquisition Ii LLC • November 23rd, 2005 • Electromedical & electrotherapeutic apparatus
This letter agreement shall be interpreted in accordance with and governed by the laws of the State of California applicable to agreements made and to be performed wholly within that jurisdiction, without reference to the conflicts of laws principles thereof.
BCC ACQUISITION II LLC c/o Bay City Capital Fund I, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94109Instrument of Transfer • November 23rd, 2005 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus
BCC Acquisition II LLC, a Delaware limited liability company (“BCCAII”), has agreed to pay to Diametrics Medical, Inc., a Minnesota corporation (“DMED”), an amount up to but not to exceed $75,000 (the “Commitment”), pursuant to the terms of a letter agreement dated the date hereof.
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • April 14th, 2005 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • New York
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”).
BCC ACQUISITION II LLCBCC Acquisition Ii LLC • November 23rd, 2005 • Electromedical & electrotherapeutic apparatus • California
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.
