EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • December 6th, 1996 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of June 23, 2003, by and among Optical Sensors Incorporated, a Delaware corporation (the "Company"), with its principal place of...Stock Purchase Agreement • June 24th, 2003 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
Exhibit 10.2 *****Portions of this exhibit have been omitted pursuant to a request made by the Company for confidential treatment by the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission. Prior...Securities Purchase Agreement • March 2nd, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
WITNESSETH:Supply Agreement • March 28th, 1997 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Wisconsin
EXHIBIT 10.16 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT ("Agreement") is made and entered into effective as of March 10, 2000, by and among Optical Sensors Incorporated, a Delaware corporation (the "Company"), with its principal place of business...Investment Agreement • March 29th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.1 AMENDMENT No. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement (this "Amendment") is between Optical Sensors Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., a national banking association...Rights Agreement • August 14th, 2000 • Optical Sensors Inc • Surgical & medical instruments & apparatus
RECITALS:Patent License Agreement • November 13th, 1998 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.2 ================================================================== ============== STOCK PURCHASEStock Purchase Agreement • February 5th, 1998 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Delaware
Exhibit 10.23 Form of Non-Statutory Stock Option Agreement - 2003 Stock Option Plan THIS AGREEMENT is entered into and effective as of _________ __, 200__ (the "Date of Grant"), by and between Optical Sensors Incorporated (the "Company") and...Non-Statutory Stock Option Agreement • April 9th, 2004 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALS:Development and License Agreement • December 20th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus • California
Exhibit 10.1 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT ("Agreement") is made and entered into this 26th day of July 2001 and made effective as of May 1, 2001 (the "Effective Date"), by and among Optical Sensors Incorporated, a Delaware...Bridge Loan Agreement • August 8th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
OEM AGREEMENTOem Agreement • March 27th, 1998 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Wisconsin
Exhibit 10.8 AMENDMENT No. 3 TO RIGHTS AGREEMENT This Amendment No. 3 to Rights Agreement (this "Amendment") is between Optical Sensors Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., a national banking association...Rights Agreement • May 15th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus
RECITALSMutual Termination Agreement • November 14th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.24 OPTICAL SENSORS INCORPORATED PURCHASE ORDERPurchase Order • March 28th, 1997 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALSManufacturing Supply Agreement • March 28th, 1997 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Connecticut
WITNESSETH:Lease Agreement • February 22nd, 2002 • Optical Sensors Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.22 MASTER EQUIPMENT LEASE NO. 053-0070 Under this Master Equipment Lease No. 053-0070 (the "Lease"), dated as of June 15, 1997, PHOENIX LEASING INCORPORATED, a California corporation ("Lessor"), hereby leases to OPTICAL SENSORS...Master Equipment Lease • March 27th, 1998 • Optical Sensors Inc • Surgical & medical instruments & apparatus • California
WITNESSETH:Lease Agreement • March 30th, 2000 • Optical Sensors Inc • Surgical & medical instruments & apparatus
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2005 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of May 6, 2005, by and among Optical Sensors Incorporated, a Delaware corporation d/b/a väsamed, with its principal place of business at 7615 Golden Triangle Drive, Suite C, Eden Prairie, Minnesota 55344 (the “Company”), and Circle F Ventures, LLC, Circle F Ventures II, LLC and the Hayden R. Fleming and LaDonna M. Fleming Revocable Trust (the “Circle F Investors”) and the investors listed on Schedule A hereto, as may be updated from time to time (the “Investors”) (the Circle F Investors and Investors, collectively, the “Series C Investors”).
EXHIBIT 10.17 OPTICAL SENSORS INCORPORATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 29th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus • New York
OPTICAL SENSORS INCORPORATED SELLING AGENCY AGREEMENTSelling Agency Agreement • March 31st, 2006 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Arizona
The undersigned, OPTICAL SENSORS INCORPORATED d/b/a väsamed, a Delaware corporation with its principal office located at 7615 Golden Triangle Drive, Suite C, Eden Prairie, Minnesota 55344 (the “Company”), confirms its agreement with you as follows:
BOARD ADVISORY AGREEMENT ------------------------ PARTIES:Board Advisory Agreement • March 26th, 1999 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
ASSET PURCHASE AGREEMENT Between OPTICAL SENSORS INCORPORATED and SORBA MEDICAL SYSTEMS, INC. Dated: April 14, 2004Asset Purchase Agreement • May 17th, 2004 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 14, 2004 by and between Optical Sensors Incorporated, a Delaware corporation (the “Buyer”) and SORBA Medical Systems, Inc., a Wisconsin corporation (the “Seller”).
EXHIBIT 10.1 PRIVATE LABEL RESELLER AGREEMENT This Agreement (the "Agreement") is made as of January 7, 1998 (the "Effective Date") by and between Optical Sensors Incorporated, a Delaware corporation with a regular place of business at 7615 Golden...Private Label Reseller Agreement • February 5th, 1998 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Massachusetts
AMENDMENT OF AGENCY AGREEMENT DATED FEBRUARY 6, 2006 BETWEEN OPTICAL SENSORS INCORPORATED AND FLEMING SECURITIES INC. AND EXTENSION OF TERMINATION DATEAgency Agreement • August 8th, 2006 • Optical Sensors Inc • Surgical & medical instruments & apparatus
WHEREAS, Optical Sensors Inc. (“Optical Sensors”) entered into an Agency Agreement dated February 6, 2006 (the “Agency Agreement”) with Fleming Securities, Inc. (“Fleming”) for the private placement of Optical Sensors Notes and Warrants to investors; and
JOINDER AGREEMENT TO STOCK PURCHASE AGREEMENTJoinder Agreement • June 21st, 2005 • Optical Sensors Inc • Surgical & medical instruments & apparatus
Optical Sensors Incorporated, a Delaware corporation d/b/a väsamed, with its principal place of business at 7615 Golden Triangle Drive, Suite C, Eden Prairie, Minnesota 55344 (the ”Company”), and Circle F Ventures, LLC, Circle F Ventures II, LLC and the Hayden R. Fleming and LaDonna M. Fleming Revocable Trust (the “Circle F Investors”) and Barth Investment Company II, L.P. (the ”Investor”) (the Circle F Investors and Investor, collectively, the “Series C Investors”) executed a Stock Purchase Agreement (“Stock Purchase Agreement”) effective as of May 6, 2005.
AMENDMENT NO.1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this "Amendment") is between Optical Sensors Incorporated, a Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A., a national banking association (the...Rights Agreement • March 14th, 2000 • Optical Sensors Inc • Surgical & medical instruments & apparatus
TERMINATION AGREEMENT AND MUTUAL RELEASETermination Agreement and Mutual Release • August 15th, 2005 • Optical Sensors Inc • Surgical & medical instruments & apparatus
THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into effective as of July 8, 2005 (the “Effective Date”) by and between Optical Sensors Incorporated, dba väsamed, a Delaware corporation with its principal offices located at 7615 Golden Triangle Drive, Suite C, Minneapolis, Minnesota 55344 (“OSI”), and Nellcor Puritan Bennett Incorporated, a Delaware corporation and a business unit of Tyco Healthcare Group L.P. with its principal offices located at 4280 Hacienda Drive, Pleasanton, California 94588 (“NPB”) (each, a “Party” and collectively, the “Parties”).
EIGHTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 15th, 2005 • Optical Sensors Inc • Surgical & medical instruments & apparatus
THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (the “Eighth Amendment”) is made and entered into this 30th day of June 2005, by and between FIRST INDUSTRIAL, L.P. a Delaware Limited Partnership (“Landlord”), and OPTICAL SENSORS INCORPORATED, d/b/a Vasamed, a Delaware corporation (“Tenant”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 7th, 2006 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of , 2006, by and among Optical Sensors Incorporated, a Delaware corporation d/b/a väsamed (the ”Company”), with its principal place of business at 7615 Golden Triangle Drive, Suite A, Eden Prairie, Minnesota 55344, and (the “Investor”). Investor resides at the address set forth on the signature page hereto.
EXHIBIT 10.23 March 10, 2001 Special Situations Fund III, L.P. 153 East 53rd Street, 55th Floor New York, NY 10022 Gentlemen: This letter is delivered to you with reference to (i) the Investment Agreement, dated as of March 10, 2000 (the "Investment...Investment Agreement • March 29th, 2001 • Optical Sensors Inc • Surgical & medical instruments & apparatus
WITNESSETH:Lease Agreement • March 28th, 1997 • Optical Sensors Inc • Surgical & medical instruments & apparatus
SEPARATION AGREEMENTSeparation Agreement • March 31st, 2006 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Minnesota
This Separation Agreement (“Agreement”) and Release, which is attached hereto and incorporated by reference as Exhibit A (“Release”), are made by and between Wesley G. Peterson on behalf of himself, his agents, heirs, executors, administrators, and attorneys (“Peterson” or “Employee”) and Optical Sensors Incorporated d/b/a väsamed and its related corporations, parent corporation, subsidiaries, successors and assigns, present or former officers, directors, shareholders, agents, assigns, employees, and attorneys, delegates, benefit plans and plan administrators, and insurers, whether in their individual or official capacities (“Employer” or “väsamed”).
OSI LETTERHEAD] September 15, 1998 Mr. Sam B. Humphries 7913 Wyoming Court Bloomington, MN 55438 Dear Sam: This letter will confirm the agreement between Optical Sensors Incorporated ("OSI") and you regarding the Non-Recourse Promissory Note, dated...Non-Recourse Promissory Note • March 26th, 1999 • Optical Sensors Inc • Surgical & medical instruments & apparatus
This letter will confirm the agreement between Optical Sensors Incorporated ("OSI") and you regarding the Non-Recourse Promissory Note, dated September 1, 1995, in the original principal amount of $245,000 executed by you in favor of OSI (the "Note"). OSI hereby forgives $36,750 principal amount of the Note. Accordingly, the new principal balance due under the Note is $208,250. On or before September 30, 1998, you will pay in full the new principal amount of the Note of $208,250, plus accrued interest. As of August 31, 1998, accrued interest under the Note was $9,639.81, and interest will accrue thereafter at the rate of $39.76 per day. Upon receipt of such payment, OSI will deliver to you the original Note.
