ContractDiametrics Medical Inc • December 20th, 2004 • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMETRICS MEDICAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Dated 15 December 2004 - and -Diametrics Medical Inc • December 20th, 2004 • Electromedical & electrotherapeutic apparatus
ContractDiametrics Medical Inc • December 20th, 2004 • Electromedical & electrotherapeutic apparatus • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMETRICS MEDICAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBORDINATION AGREEMENTSubordination Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) made as of December 15, 2004, is entered into by and between Gerald L. Cohn Revocable Trust (“Cohn Trust”), Hannah S. and Samuel A. Cohn Memorial Foundation (“Cohn Foundation”), AEOW 96, LLC (“AEOW”) and BCC Acquisition II LLC (“Bay City” and, in its capacity as collateral agent on behalf of Cohn Trust, Cohn Foundation, AEOW, and Bay City “Junior Collateral Agent”) (collectively and solely in their capacity as lenders and not as equityholders, the “Junior Creditor”), Diametrics Medical, Inc., a Minnesota corporation (“Domestic”), TGC Research Limited, a company incorporated in United Kingdom with registered number 5273708 (“TGC”) and Barbara R. Mittman, acting on behalf of certain obligees of Domestic and TGC (“Collateral Agent”), namely Longview Equity Fund, LP, Longview Fund L.P., Longview International Equity Fund L.P., Mercator Momentum Fund III L.P., Mercator Momentum Fund L.P., Monarch Pointe Fund, Ltd., and Camden International (co
Charge Over Shares This Charge is subject to the terms and conditions of the Subordination Agreement (as defined herein)Diametrics Medical Inc • December 20th, 2004 • Electromedical & electrotherapeutic apparatus
SECURITY AND PLEDGE AGREEMENT (Diametrics)Security and Pledge Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
CONSENT AND AMENDMENTConsent and Amendment • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This Consent and Amendment is being signed in connection with and as a condition precedent to the issuance of up to $3,000,000 in aggregate principal amount of convertible notes to be issued pursuant to that certain Subscription Agreement dated December 14, 2004 (the “New Notes”) among the Company and the purchasers parties thereto, a copy of which is attached hereto as Exhibit A (the “Subscription Agreement”). Each of the Noteholders concurrently herewith are entering into that certain Limited Standstill Agreement and that certain Subordination Agreement, the forms of which are attached as exhibits to the Subscription Agreement. The Company and each Noteholder hereby agrees as follows:
PATENT SECURITY AGREEMENTPatent Security Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
PATENT SECURITY AGREEMENT, dated as of December 15, 2004, by TGC Research Limited (a company incorporated in England and Wales with registered number 05273708, “Grantor”), in favor of BCC Acquisition II LLC (“Bay City”), in its capacity as agent (“Agent”) for itself and Gerald L. Cohn Revocable Trust (“Cohn Trust”), Hannah S. and Samuel A. Cohn Memorial Foundation (“Cohn Foundation”), and AEOW 96, LLC (“AEOW”). Bay City, Cohn Trust, Cohn Foundation and AEOW are collectively referred to herein as the “Note Holders”.
GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Illinois
This General Security Agreement (“Agreement”), dated as of December 15, 2004, is entered into by and among TGC Research Limited (a company incorporated in England and Wales with registered number 05273708, “Grantor”) and BCC Acquisition II LLC (“Bay City”), as agent (the “Secured Party”) for itself and Gerald L. Cohn Revocable Trust (“Cohn Trust”), Hannah S. and Samuel A. Cohn Memorial Foundation (“Cohn Foundation”), and AEOW 96, LLC (“AEOW”), Bay City, Cohn Trust, Cohn Foundation and AEOW are collectively referred to herein as the “Note Holders”.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
TRADEMARK SECURITY AGREEMENT, dated as of December 15, 2004, by Diametrics Medical, Inc., a Minnesota corporation (“Grantor”), in favor of Barbara R. Mittman (“Collateral Agent”), acting on behalf of certain obligees of Grantor, namely Longview Equity Fund, LP, Longview Fund L.P., Longview International Equity Fund L.P., Mercator Momentum Fund III L.P., Mercator Momentum Fund L.P., Monarch Pointe Fund, Ltd., and Camden International (collectively with Collateral Agent referred to herein as the “Note Holders”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus
TRADEMARK SECURITY AGREEMENT, dated as of December 15, 2004, by TGC Research Limited (a company incorporated in England and Wales with registered number 05273708, “Grantor”), in favor of BCC Acquisition II LLC (“Bay City”), in its capacity as agent (“Agent”) for itself and Gerald L. Cohn Revocable Trust (“Cohn Trust”), Hannah S. and Samuel A. Cohn Memorial Foundation (“Cohn Foundation”), and AEOW 96, LLC (“AEOW”). Bay City, Cohn Trust, Cohn Foundation and AEOW are collectively referred to herein as the “Note Holders”.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 14, 2004, by and among Diametrics Medical, Inc., a Minnesota corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
AMENDMENTSubscription Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This Amendment is being signed in connection with and as a condition precedent to the issuance of up to $3,000,000 in aggregate principal amount of convertible notes (the “Convertible Notes”) to be issued pursuant to that certain Subscription Agreement dated December 14, 2004 among the Company and the purchasers parties thereto.
AMENDMENTSubscription Agreement • December 20th, 2004 • Diametrics Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This Amendment is being signed in connection with and as a condition precedent to the issuance of up to $3,000,000 in aggregate principal amount of convertible notes (the “Convertible Notes”) to be issued pursuant to that certain Subscription Agreement dated December 14, 2004 among the Company and the purchasers parties thereto.
