FIRST AMENDMENT TO THE
LLC OPERATING AGREEMENT
FOR
BCC ACQUISITION II LLC
THIS FIRST AMENDMENT TO THE LLC OPERATING AGREEMENT ("First Amendment")
is made and entered into as of July __, 1998, by and between The Bay City
Capital Fund I, L.P. (the "MANAGER" and a "MEMBER") and Bay Investment Group,
L.L.C. ("BIG", a "MEMBER" and, with the Manager, the "MEMBERS"). This First
Amendment amends that certain LLC Operating Agreement, by and between the
Manager and BIG dated as of June 30, 1998 (the "LLC OPERATING AGREEMENT").
RECITAL
The Manager and BIG desire to modify the capital commitment and capital
contribution provisions of the LLC Operating Agreement.
AGREEMENT
Accordingly, the parties hereto agree as follows:
1.1 SUBSECTION 2.1 CAPITAL COMMITMENT of the LLC Operating Agreement is
amended in its entirety to read as follows:
The Manager's aggregate capital commitment hereunder is
$10,000,000. BIG's aggregate capital commitment hereunder is $10,047,004.
1.2 SUBSECTION 2.2 CAPITAL CONTRIBUTION of the LLC Operating Agreement
is amended in its entirety to read as follows:
Upon the request of the Manager for capital contributions, each of
the Members shall make capital contributions to the Company up to such
Member's aggregate capital commitment, provided that no Member shall be
obligated to make a capital contribution other than related to the
Common Stock Purchase Agreement dated June 30, 1998 between the Company
and Diametrics Medical, Inc., the Note Purchase Agreement referred to
therein and the transactions contemplated by either of such documents or
operating expenses of the Company. All capital contributions shall be
made first by the Manager (up to $10,000,000 in the aggregate) and then
by BIG (up to $10,047,004 in the aggregate).
IN WITNESS WHEREOF, each of the Members of BCC ACQUISITION II LLC have
executed this First Amendment, effective as of the date written above.
THE BAY CITY CAPITAL FUND I, L.P.
Address: c/o Bay City Capital LLC
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
By: Bay City Capital Management LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Partner
BAY INVESTMENT GROUP, L.L.C.
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Co-Trustee of R.A. Trust No. 25,
a general partner of R.A.
Investment Group, a member of
Bay Investment Group, L.L.C.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Co-Trustee of R.A. Trust No. 25,
a general partner of R.A.
Investment Group, a member of
Bay Investment Group, L.L.C.
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