WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT CERTIFIES THAT for value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $1.00 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Exercise Agreement dated as of September 20, 2006, by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
DIAMETRICS MEDICAL, INC. STOCK OPTION AGREEMENT PURSUANT TO 2006 INCENTIVE COMPENSATION PLANSecurity Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Jeffrey Lawton (the “Optionee”) is hereby granted an option (the “Option”) to purchase shares of the Common Stock of Diametrics Medical, Inc., a Minnesota corporation (the “Company”) pursuant to this Stock Option Agreement (this “Agreement”) and the Company’s 2006 Incentive Compensation Stock Option Plan (as amended, the “Plan”), the provisions of which are incorporated herein by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT is made effective as of September 20, 2006 between Diametrics Medical, Inc. (the “Company”) and Darrell Dubroc (“Executive”).
DIAMETRICS MEDICAL, INC. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT September 20, 2006Confidential Information and Invention Assignment Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
As a condition of my employment with Diametrics Medical, Inc., a Minnesota corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I, Darrell Dubroc, agree to the terms of this Confidential Information and Invention Assignment Agreement (this “Agreement”) as of the date first written above.
DIAMETRICS MEDICAL, INC. EXERCISE AGREEMENTExercise Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS EXERCISE AGREEMENT (this “Agreement”), is made as of September 20, 2006, by and between Diametrics Medical, Inc., a Minnesota corporation (the “Company”) and Ocean Park Advisors, LLC, a California limited liability company (“Securityholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 20, 2006, between Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III”), M.A.G. Capital, LLC (“MAG”) and each of the undersigned additional accredited investors signatories hereto (the “Accredited Investors,” and together with M.A.G, Monarch, MMF and MMF III, referred to individually as a “Holder” and collectively as the “Holders”) and Diametrics Medical, Inc. a Minnesota corporation (the “Company”).
SERVICES AGREEMENTServices Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • California
THIS SERVICES AGREEMENT (this “Agreement”) dated as of September 20, 2006, is made by and between Diametrics Medical, Inc. (“DMED” and, together with its subsidiaries now or hereafter existing, the “Company”) and Ocean Park Advisors, LLC, a California limited liability company (“OPA”).
DIAMETRICS MEDICAL, INC. EXERCISE AGREEMENTExercise Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS EXERCISE AGREEMENT (this “Agreement”), is made as of September 20, 2006, by and between Diametrics Medical, Inc. (the “Company”) and Asset Managers International Limited (“Securityholder”).
CONTRIBUTION AGREEMENT among DIAMETRICS MEDICAL, INC. (“Public Company”) and The Members of Vanguard Synfuels, LLC (collectively, “Members”) Dated as of September 20, 2006Contribution Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS CONTRIBUTION AGREEMENT is made as of September 20, 2006, by and among Diametrics Medical, Inc., a Minnesota corporation (“Public Company”), and the members of Vanguard Synfuels, LLC a Louisiana limited liability company (each a “Member” and collectively, the “Members”). Certain capitalized terms used herein are defined in Article I.
DIAMETRICS MEDICAL, INC. VOTING AGREEMENTVoting Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
DIAMETRICS MEDICAL, INC. EXERCISE AGREEMENTExercise Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS EXERCISE AGREEMENT (this “Agreement”), is made as of September 20, 2006, by and between Diametrics Medical, Inc. (the “Company”) MAG Capital, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP and Monarch Pointe Fund, Ltd. (collectively, the “Securityholders”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $1.00 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Warrant Subscription Agreement dated as of September 20, 2006, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
Diametrics Medical, Inc. Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
Reference is hereby made to that certain term sheet, dated as of June 30, 2006, by and among MAG, Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III,” and together with Monarch, MMF and MAG, the “MAG Funds”), and VSF, as amended by the letter agreement dated as of August 11, 2006 (collectively, the “Letter Agreement”), pursuant to which VSF granted to the MAG Funds the exclusive right to pursue the acquisition of VSF. The MAG Funds hereby assign, grant, convey and transfer to the Company all rights, duties, obligations and responsibilities of the MAG Funds pursuant to the Letter Agreement and the Company hereby accepts such assignment and assumes all rights, duties, obligations and responsibilities of the MAG Funds pursuant to the Letter Agreement (the “Assignment”).
Diametrics Medical, Inc. Shares of Series J Convertible Preferred Stock SUBSCRIPTION AGREEMENTSubscription Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
Diametrics Medical, Inc., a Minnesota corporation (the “Company”), hereby confirms its agreement with Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III”), each of the undersigned additional accredited investors (each an “Accredited Investor; collectively, the “Accredited Investors”) and M.A.G. Capital, LLC (“MAG,” and together with MMF III, Monarch, MMF and the Accredited Investors, the “Purchasers”), as set forth below (the “Agreement”). For the avoidance of doubt, the term “Company” does not include Vanguard SynFuels, LLC (“VSF”).
ESCROW AGREEMENTEscrow Agreement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time and including any and all written instructions given to “Escrow Agent” (hereinafter defined) pursuant hereto, this “Escrow Agreement”) is made and entered into as of September 20, 2006, by and among the members of Vanguard Synfuels, L.L.C., a Louisiana limited liability company, set forth on Schedule 1 hereto (each, a “Member,” and collectively referred to herein as the “Members”), Diametrics Medical, Inc., a Minnesota corporation (“Public Company”, and together with the Members, sometimes referred to collectively as the “Parties”), and JPMorgan Chase Bank, N.A., a national banking association incorporated under the laws of the United States of America, as Escrow Agent (the “Escrow Agent”).
Transaction: Acquisition of all of the membership interests of Vanguard Synfuels, L.L.C. (the “Company”) under the Contribution Agreement dated as of September 20, 2006, by and among Diametrics Medical, Inc. and the Members of the Company (the...Closing Statement • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
CROSS-RECEIPT AND RELEASE September 20, 2006Cross-Receipt and Release • September 26th, 2006 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This Cross-Receipt and Release (this “Release”) is being executed and delivered pursuant to that certain Contribution Agreement, dated as of September 20, 2006 (the “Contribution Agreement”), by the Members of Vanguard Synfuels, L.L.C., a Louisiana limited liability company (each individually, a “Member” and collectively, the “Members”). Capitalized terms used in this Release without definition have the respective meanings given to them in the Contribution Agreement.
