Exhibit 10.21 LIMITED WAIVER AND AMENDMENT 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...Note Purchase Agreement • March 15th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
WARRANT TO PURCHASE COMMON STOCK ---------------------------------------------- ----------------------------------Warrant Agreement • March 15th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
AGREEMENTShare Purchase Agreement • November 21st, 1996 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT AGREEMENT, made as of January 30, 1997, between DIAMETRICS MEDICAL, INC. a Minnesota corporation (the "Company") and the purchasers (the "Purchasers") listed on Schedule A hereto. WHEREAS, the Company wishes to...Stock Purchase Agreement • March 25th, 1997 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALSSecurity Agreement • December 9th, 2005 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
BCC ACQUISITION II LLC C/O BAY CITY CAPITAL FUND I, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94109 November 21, 2005Escrow Agreement • November 23rd, 2005 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.1 LEASE AGREEMENT This Lease Agreement, made this 31st day of July, 1996, between Roseville Properties Management Company, Inc., as agent for COMMERS-KLODT, a Minnesota general partnership (hereinafter called "Landlord"), and Diametrics...Lease Agreement • March 30th, 1999 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 14th, 1998 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
By and betweenManufacturing Agreement • August 14th, 2003 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of June 10, 1997, by and between Diametrics Medical, Inc., a Minnesota corporation (the "Company"), and the Persons whose signatures appear on the...Registration Rights Agreement • June 26th, 1997 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Exhibit 4.1 STOCK PURCHASE AGREEMENT AGREEMENT, made as of June 10, 1997, between DIAMETRICS MEDICAL, INC. a Minnesota corporation (the "Company") and the purchasers (the "Purchasers") listed on Schedule A hereto. WHEREAS, the Company wishes to raise...Stock Purchase Agreement • June 26th, 1997 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
SECTION 1 DEFINITIONSLoan and Security Agreement • May 14th, 1998 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between DIAMETRICS MEDICAL, INC.Asset Purchase Agreement • July 22nd, 2003 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 10.19 Diametrics Medical, Inc. Shares of Series F Convertible Preferred Stock and Common Stock Warrant SUBSCRIPTION AGREEMENT ----------------------Subscription Agreement • March 15th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
ContractWarrant Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMETRICS MEDICAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ARTICLE ONE DEFINITIONSDistribution Agreement • January 7th, 1999 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New Jersey
WARRANT TO PURCHASE COMMON STOCK ---------------------------------------------- ----------------------------------Warrant to Purchase Common Stock • August 14th, 2003 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EXHIBIT 2.3 TRANSITIONAL SERVICES AGREEMENT ------------------------------- AGREEMENT, made as of the 6th day of November, 1996, among HOWMEDICA INC., a Delaware corporation, ("Vendor"), HOWMEDICA GmbH, a German corporation, ("Howmedica Germany")...Transitional Services Agreement • November 21st, 1996 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
WITNESSETH:Distribution Agreement • July 23rd, 1999 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
RECITALSManufacturing and Distribution Agreement • October 24th, 2003 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT CERTIFIES THAT for value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $1.00 per share (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. This Warrant is issued in connection with that certain Exercise Agreement dated as of September 20, 2006, by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
Exhibit 10.5 SEVERANCE PAY AGREEMENT (TERMINATION WITHOUT CAUSE) THIS AGREEMENT is made as of the 31st day of July 1998, between Diametrics Medical, Inc., a Minnesota corporation (the "Company") and ___________________ ("Employee"). WITNESSETH THAT:...Severance Pay Agreement • November 17th, 1998 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
BCC ACQUISITION II LLC C/O BAY CITY CAPITAL FUND I, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94109Commitment Agreement • November 23rd, 2005 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
ALLEGRO BIODIESEL CORPORATION STOCK OPTION AGREEMENT PURSUANT TO 2006 INCENTIVE COMPENSATION PLAN (As amended and restated effective September 20, 2006)Security Agreement • December 27th, 2006 • Allegro Biodiesel Corp • Electromedical & electrotherapeutic apparatus • Delaware
Ocean Park Advisors, LLC (the “Optionee”) is hereby granted an option (the “Option”) to purchase shares of the Common Stock of Allegro Biodiesel Corporation, a Delaware corporation (the “Company”) pursuant to this Stock Option Agreement (this “Agreement”) and the Company’s 2006 Incentive Compensation Plan (as amended, the “Plan”), the provisions of which are incorporated herein by reference. The Option is amended and restated as set forth herein (i) to reflect the assumption by the Company of the Option previously granted by Diametrics Medical, Inc. (“Diametrics”), pursuant to the merger of Diametrics into the Company, and (ii) to restrict the period during which the Option may be exercised, in accordance with Section 409A of the Code.
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT is made effective as of September 20, 2006 between Diametrics Medical, Inc. (the “Company”) and Darrell Dubroc (“Executive”).
ContractConvertible Note • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMETRICS MEDICAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ARTICLE I DEFINITIONSNote Purchase Agreement • August 14th, 1998 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2007 • Allegro Biodiesel Corp • Industrial organic chemicals • Louisiana
This Employment Agreement (“Agreement”) is entered into as of June 22, 2007 by and between J. Bryan Caillier (“Executive”) and Talen Marine and Fuel, Inc., a Louisiana corporation (the “Company”). This Agreement shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until the Closing (as defined in that certain Stock Purchase and Sale Agreement dated as of June 22, 2007, by and among the Company, Allegro Biodiesel Corporation (“Parent”) and certain other parties (the “Stock Purchase Agreement,” and such Closing being hereinafter referred to as the “Effective Date”)). In the event that the Stock Purchase Agreement is terminated or the transactions contemplated by the Stock Purchase Agreement are abandoned, this Agreement shall be null and void ab initio and shall have no force and effect.
EXHIBIT 10.2 SECOND AMENDMENT TO THE LEASE Commers-Klodt, a Minnesota General Partnership, Landlord, and Diametrics Medical, Inc., a Minnesota Corporation, Tenant, entered into a Commercial Lease (Lease) dated July 31, 1996, for the leased premises...Commercial Lease Amendment • March 30th, 2000 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
Dated 15 December 2004 - and -Debenture • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
SUBORDINATION AGREEMENTSubordination Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) made as of December 15, 2004, is entered into by and between Gerald L. Cohn Revocable Trust (“Cohn Trust”), Hannah S. and Samuel A. Cohn Memorial Foundation (“Cohn Foundation”), AEOW 96, LLC (“AEOW”) and BCC Acquisition II LLC (“Bay City” and, in its capacity as collateral agent on behalf of Cohn Trust, Cohn Foundation, AEOW, and Bay City “Junior Collateral Agent”) (collectively and solely in their capacity as lenders and not as equityholders, the “Junior Creditor”), Diametrics Medical, Inc., a Minnesota corporation (“Domestic”), TGC Research Limited, a company incorporated in United Kingdom with registered number 5273708 (“TGC”) and Barbara R. Mittman, acting on behalf of certain obligees of Domestic and TGC (“Collateral Agent”), namely Longview Equity Fund, LP, Longview Fund L.P., Longview International Equity Fund L.P., Mercator Momentum Fund III L.P., Mercator Momentum Fund L.P., Monarch Pointe Fund, Ltd., and Camden International (co
DIAMETRICS MEDICAL, INC. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT September 20, 2006Confidential Information and Invention Assignment Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
As a condition of my employment with Diametrics Medical, Inc., a Minnesota corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I, Darrell Dubroc, agree to the terms of this Confidential Information and Invention Assignment Agreement (this “Agreement”) as of the date first written above.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 7th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS WARRANT CERTIFIES THAT for value received, 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. This Warrant is issued in connection with that certain Subscription Agreement dated as of May 28, 2004, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
Charge Over Shares This Charge is subject to the terms and conditions of the Subordination Agreement (as defined herein)Charge Over Shares • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
Exhibit 10.7 Diametrics Medical, Inc. Shares of Series E Convertible Preferred Stock and Common Stock Warrant SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2003 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
