INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2007 • Transoma Medical Inc • Delaware
THIS INDEMNIFICATION AGREEMENT, made and executed this day of , 2007, by and between Transoma Medical, Inc., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
ContractWarrant Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
TRANSOMA MEDICAL, INC. DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 12th, 2007 • Transoma Medical Inc
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this 4th day of September, 2003 by and between Transoma Medical, Inc., a Minnesota corporation (the “Company”), and James Ehlen, M.D., an individual resident of Minnesota (“Director”), who is a non-employee member of the Board of Directors of the Company.
CONSULTING AGREEMENTConsulting Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
AMENDED AND RESTATED COLLABORATION AND SERVICES AGREEMENTCollaboration and Services Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
THIS AMENDED AND RESTATED COLLABORATION AND SERVICES AGREEMENT (“Agreement”) is effective as of June 26, 2007 (the “Effective Date”) by and between Mednet Healthcare Technologies, Inc., a New Jersey corporation (“Mednet”), with an address at 275 Phillips Boulevard, Ewing, New Jersey 08618 and Transoma Medical, Inc., a Delaware corporation (“Transoma”), with an address at 4211 Lexington Avenue North, Suite 2244, St. Paul, Minnesota 55126-6164, (hereinafter sometimes individually or collectively referred to as a “Party” or the “Parties,” respectively).
LEASE ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENTLease Assignment, Assumption and Modification Agreement • October 12th, 2007 • Transoma Medical Inc • Ohio
THIS LEASE ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (“Agreement”) is made as of February 3, 2006 (the “Effective Date”), by and among THREE CLOVERLEAF PARKWAY, INC., an Ohio corporation (“Lessor”), whose address is 5480 Cloverleaf Parkway, Suite 3, Valley View, Ohio 44125; LDS TEST AND MEASUREMENT, LLC, a Delaware limited liability company (“Assignor Lessee”), whose address is 8551 Research Way, Middleton, Wisconsin 53562; SPX CORPORATION, a Delaware corporation (“Guarantor”) whose address is 13515 Ballantyne Corporate Plaza, Charlotte, North Carolina 28277-1100; and TRANSOMA MEDICAL, INC., a Delaware corporation (“Assignee Lessee”), whose address is 4211 Lexington Avenue N. Suite 2244, Arden Hills, Minnesota 55126.
CONSULTING AGREEMENTConsulting Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
DATA SCIENCES INTERNATIONAL, INC. EMPLOYEE NON-INCENTIVE STOCK OPTION AGREEMENTEmployee Non-Incentive Stock Option Agreement • October 12th, 2007 • Transoma Medical Inc
Option Agreement, made and entered into this day of , between Data Sciences International, Inc., a Minnesota corporation (the “Company”) and , an individual resident of (“Employee”).
ASSET SALE AGREEMENT By and Between LDS Test and Measurement LLC, as Seller, and Transoma Medical, Inc., as BuyerAsset Sale Agreement • October 12th, 2007 • Transoma Medical Inc • New York
THIS ASSET SALE AGREEMENT is made as of this 3rd day of February, 2006 (this “Agreement”) by and between LDS Test and Measurement LLC, a Delaware limited liability company (“LDS”) , and a wholly owned subsidiary of SPX Corporation, a Delaware corporation (“SPX”), (LDS is referred to in this Agreement as “Seller”), and Transoma Medical, Inc., a Delaware corporation (“Buyer”).
TRANSOMA MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 12th, 2007 • Transoma Medical Inc
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , 20 , by and between Transoma Medical, Inc., a Minnesota corporation (the “Company”), and , an individual resident of (“Employee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT TRANSOMA MEDICAL, INC.Loan and Security Agreement • October 12th, 2007 • Transoma Medical Inc
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 301 Carlson Parkway, Suite 255, Minnetonka, Minnesota 55305 and TRANSOMA MEDICAL, INC. (“Borrower”), whose address is 4211 Lexington Avenue North, Suite 2244, St. Paul, Minnesota 55126.
LEASELease Agreement • October 12th, 2007 • Transoma Medical Inc • Ohio
This LEASE, entered into at Valley View, Ohio this 2nd day of June, 2005, between THREE CLOVERLEAF PARKWAY, INC., an Ohio corporation, which together with its successors and assigns is hereinafter called LESSOR, and whose address is 5480 Cloverleaf Parkway, Suite #3, Valley View, Ohio 44125-4804, and LDS TEST AND MEASUREMENT LLC, a Delaware limited liability company, which together with its permitted successors and assigns is hereinafter called LESSEE, and whose address is 8551 Research Way, Middleton, Wisconsin 53562.
DATA SCIENCES INTERNATIONAL, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENTEmployee Incentive Stock Option Agreement • October 12th, 2007 • Transoma Medical Inc
Option Agreement, made and entered into this day of , , between Data Sciences International, Inc., a Minnesota corporation (the “Company”) , and an individual resident of , (“Employee”).
INDUSTRIAL LEASEIndustrial Lease • October 12th, 2007 • Transoma Medical Inc • Minnesota
LEASE AGREEMENT BETWEEN CONTROL DATA SYSTEMS, INC. (LANDLORD) AND DATA SCIENCES INTERNATIONAL, INC. (TENANT) AT 4211 LEXINGTON AVENUE NORTH ARDEN HILLS, MINNESOTA (PREMISES)Lease Agreement • October 12th, 2007 • Transoma Medical Inc
LEASE AGREEMENT between NEW BRIGHTON 14TH STREET LLC as “Landlord” and RYAN COMPANIES US, INC. as “Limited Guarantor” and TRANSOMA MEDICAL, INC. as “Tenant”Lease Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
Premises: A two-story building to be built, consisting of approximately 115,849 square feet of Rentable Area, (the “Building”) together with the adjacent driveways, parking areas, sidewalks, and landscape areas depicted on Exhibit A attached hereto.
OPTION TO LEASEOption to Lease • October 12th, 2007 • Transoma Medical Inc
THIS OPTION TO LEASE (“AGREEMENT”) is made and entered into effective as of October 1, 2007 (“Effective Date”) between New Brighton 14th Street LLC, a Minnesota limited liability company (“NBLLC”), and Transoma Medical, Inc., a Delaware corporation (“Transoma”).
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • October 12th, 2007 • Transoma Medical Inc • Minnesota
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), dated as of August 2, 2007, is by and between Transoma Medical, Inc., a Delaware corporation (“Transoma”) and James Ehlen, an individual residing in Minnesota who is also an outside director of Transoma.
TRANSOMA MEDICAL, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 12th, 2007 • Transoma Medical Inc • Delaware
This Second Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of February 26, 2007, by and among Transoma Medical, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule 1 (each an “Investor” and, collectively, the “Investors”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below).
TRANSOMA MEDICAL, INC. CONFIDENTIALITY AND NONCOMPETITION AGREEMENTConfidentiality and Noncompetition Agreement • October 12th, 2007 • Transoma Medical Inc
THIS AGREEMENT (“Agreement”) is entered into as of , 20 , by and between Transoma Medical, Inc., a Delaware corporation (hereinafter referred to as “Transoma Medical”), and , individual resident of the state of (“Employee”).
