Criticare Systems Inc /De/ Sample Contracts

CRITICARE SYSTEMS, INC. PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made as of October 17, 2000 (the "Agreement Date"), by and between Criticare Systems, Inc., a Delaware corporation (the "Company") with its principal office at...
Purchase Agreement • November 28th, 2000 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
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RECITALS
Employment Agreement • November 14th, 2002 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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1 EXHIBIT 99.2
Registration Rights Agreement • April 14th, 1997 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
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RECITAL
Severance Agreement • March 3rd, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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SETTLEMENT AGREEMENT This Settlement Agreement, dated as of November 2, 2001, is by and between Criticare Systems, Inc., a Delaware corporation ("Criticare"), and Immtech International, Inc., a Delaware corporation ("Immtech"). WHEREAS, Criticare is...
Settlement Agreement • February 7th, 2002 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
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RECITALS
Employment Agreement • May 20th, 2002 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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EXHIBIT 10.18 CRITICARE SYSTEMS, INC. CONSULTING AGREEMENT This Consulting Agreement is made and entered into this 13th day of February 1998, by and between C.C.R.I. CORPORATION, a Colorado corporation ("Consultant") and CRITICARE SYSTEMS, INC. (the...
Consulting Agreement • October 13th, 1998 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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and FIRSTAR TRUST COMPANY Rights Agent
Rights Agreement • April 18th, 1997 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
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RECITALS
Employment Agreement • September 28th, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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RECITAL
Registration Agreement • February 16th, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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OF
Partnership Agreement • September 27th, 2001 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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EXHIBIT 2
Stock Purchase and Sale Agreement • February 12th, 1996 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
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EXHIBIT 99.1
Convertible Debenture Purchase Agreement • April 14th, 1997 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
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RECITALS
Employment Agreement • September 28th, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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Employment Agreement • September 28th, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2006 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus

This Amendment to Employment Agreement is entered into as of September 28, 2006 between CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company"), and DEBORAH A. ZANE (the "Employee").

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RECITALS
Criticare Systems Inc /De/ • February 16th, 1999 • Electromedical & electrotherapeutic apparatus
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EXHIBIT 99.3
Convertible Debenture Escrow Agreement • April 14th, 1997 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
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EXHIBIT 10.13
Criticare Systems Inc /De/ • October 14th, 1997 • Electromedical & electrotherapeutic apparatus
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AGREEMENT AND PLAN OF MERGER dated as of February 24, 2008 among OPTO CIRCUITS (INDIA) LIMITED PACKER ACQUISITION CORPORATION and CRITICARE SYSTEMS, INC.
Agreement and Plan of Merger • February 25th, 2008 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of February 24, 2008 among Criticare Systems, Inc., a Delaware corporation (the “Company”), Opto Circuits (India) Limited, a company registered under the laws of India (“Parent”), and Packer Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of 5/12/00, 2000, by and between CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company"), and Deborah A. Zane ("Employee").

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EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2006 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 10, 2006, by and between CRITICARE SYSTEMS, INC., a Delaware corporation (the “Company”), and Deborah A. Zane (‘Employee”).

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CRITICARE SYSTEMS, INC. STOCK APPRECIATION RIGHT GRANT AGREEMENT (Grant No. _________)
Appreciation Right Grant Agreement • December 7th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS STOCK APPRECIATION RIGHT GRANT AGREEMENT dated as of _____________, 200__ (the "Grant Date"), is between __________________ ("Grantee") and CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company").

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AGREEMENT
Employment Agreement • September 28th, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus
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AMENDMENT TO AGREEMENT
Amendment to Agreement • October 16th, 2007 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus

This Amendment to Agreement (this "Amendment") is entered into as of October 10, 2007, by and between Criticare Systems, Inc., a Delaware corporation ("Criticare"), on the one hand, and BlueLine Catalyst Fund VII, L.P. ("BlueLine Catalyst"), BlueLine Partners, L.L.C., a California limited liability company and the sole general Partner of BlueLine Catalyst ("BlueLine California"), BlueLine Capital Partners, L.P. ("BCP"), and BlueLine Partners, L.L.C., a Delaware limited liability company and the sole general Partner of BCP ("BlueLine Partners"), and any affiliates (as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act”)) of any of the foregoing (BlueLine Partners, BlueLine Catalyst, BlueLine California, BCP and any such affiliate, collectively, "BlueLine"), on the other hand. Criticare and BlueLine are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

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EXHIBIT 10.14
Criticare Systems Inc /De/ • October 14th, 1997 • Electromedical & electrotherapeutic apparatus
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EMPLOYMENT AGREEMENT
Employment Agreement • September 8th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 26, 2001, as amended on September 1, 2005, by and between CRITICARE SYSTEMS, INC., a Delaware corporation (the “Company”), and Emil H Soika (‘Employee”).

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RECITALS
Severance Agreement • March 3rd, 1999 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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CRITICARE SYSTEMS, INC. and LASALLE BANK NATIONAL ASSOCIATION Rights Agent Amended and Restated Rights Agreement Dated as of March 27, 2007
Rights Agreement • March 30th, 2007 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware

THIS AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 27, 2007, is between CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company"), and LASALLE BANK NATIONAL ASSOCIATION (the "Rights Agent").

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1 EXHIBIT 10.17 AGREEMENT
Agreement • October 13th, 1998 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • February 25th, 2008 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware

This First Amendment (the “Amendment”), dated as of February 24, 2008, to the Amended and Restated Rights Agreement dated as of March 27, 2007 (the “Rights Agreement”), is between CRITICARE SYSTEMS, INC., a Delaware corporation (the “Company”), and LASALLE BANK NATIONAL ASSOCIATION (the “Rights Agent”).

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CRITICARE SYSTEMS, INC. RESTRICTED STOCK GRANT AGREEMENT (Grant No. _________)
Restricted Stock Grant Agreement • December 7th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS RESTRICTED STOCK GRANT AGREEMENT dated as of _____________, 200__ (the "Grant Date"), is between __________________ ("Grantee") and CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company").

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EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 8, 2005, by and between CRITICARE SYSTEMS, INC., a Delaware corporation (the “Company”), and Joel D. Knudson (‘Employee”).

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CRITICARE SYSTEMS, INC. STOCK OPTION GRANT AGREEMENT (Grant No. _________)
Stock Option Grant Agreement • December 7th, 2005 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS STOCK OPTION GRANT AGREEMENT dated as of _____________, 200__ (the "Grant Date"), is between __________________ ("Optionee") and CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company").

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Supply Partnership Agreement • September 27th, 2001 • Criticare Systems Inc /De/ • Electromedical & electrotherapeutic apparatus • Wisconsin
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