AMENDMENT TO AGREEMENT
EXHIBIT
99.1
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."
RECITALS
A. Criticare
and BlueLine are parties to an Agreement dated as of April 2, 2007 (the
"Original Agreement") which, among other things, provides for the representation
of two BlueLine Nominees on Criticare's Board of Directors subject to the terms
and conditions set forth in the Original Agreement.
B. Criticare's
Board of Directors has resolved to amend Criticare's By-laws to eliminate its
classified Board of Directors and provide that, beginning with the 2007 annual
meeting of stockholders, all of Criticare's directors shall be elected
annually. The Parties desire to amend the Original Agreement in the
manner set forth below with respect to the elimination of Criticare's classified
Board of Directors.
AGREEMENTS
In
consideration of the foregoing and
the mutual covenants and agreements contained herein and in the Original
Agreement, and intending to be legally bound hereby, the Parties hereby agree
as
follows:
1. Declassification
of the Board. The Parties agree that, notwithstanding any
provision of the Original Agreement to the contrary, with the declassification
of the Board as of Criticare's 2007 annual meeting of stockholders, both of
the
BlueLine Nominees (together with the other nominees for election to the Board
at
the 2007 annual meeting of stockholders) will be nominated for election at
the
2007 annual meeting of stockholders for terms expiring at Criticare's 2008
annual meeting of stockholders.
2. Full
Force and Effect. All remaining provisions of the Original
Agreement remain unchanged and in full force and effect.
IN
WITNESS WHEREOF, the Parties
hereto have executed this Amendment as of the date first written
above.
CRITICARE
SYSTEMS, INC.
By:
/s/ Xxxx
Xxxxx
Name: Xxxx Xxxxx
Title: President and CEO
BLUELINE
CATALYST FUND VII, L.P.
By:
BlueLine Partners, L.L.C.
Its:
General Partner
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Manager
BLUELINE
PARTNERS, L.L.C.
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Manager
BLUELINE
CAPITAL PARTNERS, L.P.
By:
BlueLine Partners, L.L.C.
Its:
General Partner
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Manager
BLUELINE
PARTNERS, L.L.C.
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Manager
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