0001047469-98-027018 Sample Contracts

EXHIBIT C NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • Minnesota
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Bay City Capital Management LLC and Bay City Capital LLC By: /s/ John D. Diekman ----------------------------------- Its: Manager
Agreement With Respect to Schedule 13d • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus

The undersigned hereby agree that any Statement on Schedule 13D to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of Diametrics Medical, Inc., a Minnesota corporation, may be filed by BCC Acquisition II LLC on behalf of all of the undersigned.

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DIAMETRICS MEDICAL, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus • Minnesota
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RECITALS
LLC Operating Agreement • July 10th, 1998 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus
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