EXHIBIT 7(3)Registration Rights Agreement • February 3rd, 1999 • Bay City Capital Management LLC • Laboratory analytical instruments • California
EXHIBIT 7(2) STOCK PURCHASE AGREEMENT DATED NOVEMBER 1, 1999Stock Purchase Agreement • January 24th, 2002 • Bay City Capital Management LLC • In vitro & in vivo diagnostic substances • Washington
LJL BIOSYSTEMS, INC. COMMON STOCK PURCHASE AGREEMENT JANUARY 25, 1999Common Stock Purchase Agreement • February 3rd, 1999 • Bay City Capital Management LLC • Laboratory analytical instruments • California
EXHIBIT 7(1) AGREEMENT WITH RESPECT TO SCHEDULE 13D 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...Agreement With Respect to Schedule 13d • January 24th, 2002 • Bay City Capital Management LLC • In vitro & in vivo diagnostic substances
Exhibit 7(3) CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION November 7, 2000 William G. Gerber,...Letter Agreement • January 24th, 2002 • Bay City Capital Management LLC • In vitro & in vivo diagnostic substances • California
DIAMETRICS MEDICAL, INC. Amendment and Restatement of 7% Convertible Senior Secured Fixed Rate Notes and Related Transactions April 7, 2003Convertible Senior Secured Fixed Rate Notes • April 27th, 2004 • Bay City Capital Management LLC • Electromedical & electrotherapeutic apparatus • Minnesota
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered as of April 7, 2003, by and between DIAMETRICS MEDICAL, INC., a Minnesota corporation (the “Company”), BCC ACQUISITION II LLC, a Delaware limited liability company (“BCC”), GERALD L. COHN REVOCABLE TRUST (“Cohn Trust”), HANNAH S. AND SAMUEL A. COHN MEMORIAL FOUNDATION (“Cohn Foundation”), and AEOW 96, LLC (“AEOW”; BCC, Cohn Trust, Cohn Foundation and AEOW may be referred to herein collectively as the “Purchasers” and individually and without distinction as a “Purchaser”).
LIMITED WAIVER AND AMENDMENTNote Purchase Agreement • April 27th, 2004 • Bay City Capital Management LLC • Electromedical & electrotherapeutic apparatus • Minnesota
Reference is made to (i) the Note Purchase Agreement, dated as of August 4,1998 (as amended by that First Amendment to Note Purchase Agreement, dated as of April 7, 2003, and further amended by that Second Amendment and Limited Waiver to Note Purchase Agreement, dated as of August 13, 2003, the “NPA; capitalized terms used herein without definition shall be used as defined in the NPA), among Diametrics Medical, Inc. (the “Company”) and the noteholders parties thereto (the “Noteholders”), and (ii) the Convertible Senior Secured Fixed Rate Notes due August 4, 2005 of the Company issued to the Noteholders pursuant to the NPA, as amended by that certain Allonge to First Amended and Restated Convertible Senior Secured Fixed Rate Notes dated August 13, 2003 (the “Notes”), and (iii) the Stock Purchase Warrants of the Company dated April 7, 2003 issued to the Noteholders (the “First Amendment Warrants”).
DIAMETRICS MEDICAL, INC. FIRST AMENDED AND RESTATED CONVERTIBLE SENIOR SECURED FIXED RATE NOTE DUE AUGUST 4, 2005 üNote Purchase Agreement • April 27th, 2004 • Bay City Capital Management LLC • Electromedical & electrotherapeutic apparatus • Minnesota
This is one of a duly authorized issue of Notes of the Company, originally issued pursuant to a certain Note Purchase Agreement dated August 4, 1998 by the Company and the signatories thereto, as amended by that certain First Amendment to Note Purchase Agreement dated as of April 7, 2003 (as heretofore or hereafter amended, the “Note Purchase Agreement”) and is entitled to the benefit of the Note Purchase Agreement, and each holder of this Note, by acceptance hereof, agrees to be bound by the provisions of the Note Purchase Agreement. The Note Purchase Agreement sets forth, among other things, certain covenants of the Company and Events of Default and rights and remedies related thereto.
