JOINDER AGREEMENT TO STOCK PURCHASE AGREEMENT
Exhibit 10.1
JOINDER AGREEMENT
TO
STOCK PURCHASE AGREEMENT
Optical Sensors Incorporated, a Delaware corporation d/b/a väsamed, with its principal place of business at 7615 Golden Triangle Drive, Suite C, Eden Prairie, Minnesota 55344 (the Company), and Circle F Ventures, LLC, Circle F Ventures II, LLC and the Hayden R. Fleming and LaDonna M. Fleming Revocable Trust (the Circle F Investors) and Barth Investment Company II, L.P. (the Investor) (the Circle F Investors and Investor, collectively, the Series C Investors) executed a Stock Purchase Agreement (Stock Purchase Agreement) effective as of May 6, 2005.
The Investor previously purchased shares of the Companys Series C Preferred Stock (as such term is defined in the Stock Purchase Agreement) pursuant to the Stock Purchase Agreement and now desires to purchase the additional number of shares of the Companys Series C Preferred Stock, as set forth on Schedule A-1 attached hereto, at a purchase price of $90.00 per share pursuant to the terms of the Stock Purchase Agreement.
The Company desires to qualify its representations and warranties contained in Section 4 of the Stock Purchase Agreement pursuant to the Schedule of Exceptions attached hereto as Schedule B-1 and hereby makes such representations and warranties as of the date hereof for the benefit of the Investor.
The Investor hereby agrees to purchase the number of shares of the Companys Series C Preferred Stock set forth on Schedule A-1 at a purchase price of $90.00 per share pursuant to the terms of the Stock Purchase Agreement. The Investor hereby explicitly affirms and acknowledges the representations and warranties set forth in Section 5 of the Stock Purchase Agreement.
IN WITNESS WHEREOF, the Company and the Investor have executed this Joinder Agreement effective as of June 15, 2005.
OPTICAL SENSORS INCORPORATED | ||
By | /s/ Paulita LaPlante | |
Paulita LaPlante, | ||
President and Chief Executive Officer | ||
BARTH INVESTMENT COMPANY II, LP | ||
By | /s/ Bruce Barth | |
Its | General Partner |
SCHEDULE A-1
Name of Investor | Date of Investment | Amount of Investment | Number of Shares | ||||
Barth Investment Co. II, LP 10863 East Purple Aster Way Scottsdale, Arizona 85262 | June 15, 2005 | $ | 300,000 | 3,334 | |||
Totals: | $ | 300,000 | 3,334 |