0001193125-07-151258 Sample Contracts

MASIMO CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of , 2007
Rights Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

THIS RIGHTS AGREEMENT (“Agreement”), dated as of __________ __, 2007, between MASIMO CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (“Rights Agent”).

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MASIMO CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [ ], by and between MASIMO CORPORATION, a Delaware corporation (the “Company”), and [ ] (“Agent”).

SUPPLY AGREEMENT
Supply Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Agreement is entered into as of the 22nd day of February 2002, by and between Masimo Corporation, a Delaware corporation (the “BUYER”) and Wintek Electro-Optics Corporation., a Michigan corporation (the “SELLER”).

MANUFACTURING AND PURCHASE AGREEMENT
Manufacturing Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This manufacturing and purchase agreement (“Agreement”), dated for identification purposes August 19, 2005, is by and among Masimo Corporation (“Masimo”), and Dowa Mining Co., Ltd. (“Dowa”).

ASSET PURCHASE AGREEMENT BY AND BETWEEN MASIMO CORPORATION MASIMO CANADA ULC AND ANDROMED INC. DATED AS OF DECEMBER 21, 2005
Asset Purchase Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

This Asset Purchase Agreement is made and entered into as of December 21, 2005 (this “Agreement”), by and among MASIMO CORPORATION, a Delaware corporation (“Parent”), MASIMO CANADA ULC, a Nova Scotia unlimited liability company (“Masimo Canada,” together with Parent, hereinafter referred to as “Masimo”), and ANDROMED INC., a Québec corporation (“Seller”).

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