EXHIBIT 2.1.1
JOINDER AGREEMENT
AND FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS JOINDER AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
(this "Amendment") is made and entered into as of this 30/th/ day of September,
2002, by and among Micro Therapeutics, Inc, a Delaware corporation (the
"Company") and those persons or entities set forth on Schedule A attached hereto
(each an "Additional Investor" and collectively, the "Additional Investors").
W I T N E S S E T H
WHEREAS, on September 3, 2002, the Company and Micro Investment, LLC, a
Delaware limited liability company ("Micro LLC"), entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"; capitalized terms used
but not defined herein shall have the meanings ascribed to them in the
Securities Purchase Agreement) pursuant to which Micro LLC agreed to purchase
certain shares of Common Stock; and
WHEREAS, subject to the terms and conditions specified in the Securities
Purchase Agreement, Section 8.6 thereof provides that the Securities Purchase
Agreement may be amended by the Company to include additional purchasers of
Shares as "Investors" thereunder; and
WHEREAS, the Company wishes to amend the Securities Purchase Agreement in
the manner set forth below.
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree as follows.
1. Joinder of Parties. By executing and delivering this Amendment, each
Additional Investor, severally and not jointly, hereby agrees to become a party
to, to be bound by, and to comply with the provisions of the Securities Purchase
Agreement, as an Investor thereunder.
2. Amendment to Schedule 1.1(a) and Schedule 1.1(b). Schedule 1.1(a) and
Schedule 1.1(b) of the Securities Purchase Agreement are hereby amended in their
entirety to conform to Schedule 1.1(a) and Schedule 1.1(b) hereto.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
4. Full Force and Effect. Except as expressly modified by this Amendment,
all of the terms, covenants, agreements, conditions and other provisions of the
Securities Purchase Agreement shall remain in full force and effect in
accordance with their respective terms.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to any
contrary result otherwise required by conflict or choice of law rules.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
MICRO THERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx, III
Title: President
INVESTORS:
SPECIAL SITUATIONS FUND III, L.P.
By: /s/ Xxxxx Greenhouse
---------------------------------
Name: Xxxxx Greenhouse
Title: Managing Director
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Xxxxx Greenhouse
---------------------------------
Name: Xxxxx Greenhouse
Title: Managing Director
/s/ Xxx Xxxxxxxxxxxx
--------------------------------------
Xxx Xxxxxxxxxxxx
/s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx XxXxxx
--------------------------------------
Xxxxxxx XxXxxx
/s/ Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
2
Schedule A
Schedule of Additional Investors
Special Situations Fund III, L.P.
Special Situations Cayman Fund, L.P.
Xxx Xxxxxxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxxx XxXxxx
Xxxxx Xxxxx
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Schedule 1.1(a)
First Closing
Investor Name and Address Number of Shares
------------------------- ----------------
Micro Investment, LLC 3,969,075
c/o Warburg, Xxxxxx Equity Partners, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx X. Xxxxxxxxxx
Special Situations Fund III, L.P. 49,691
000 Xxxx 00/xx/ Xxxxxx
Xxxxx 00
Xxx Xxxx, XX 00000
Facsimile:
Attention:
Special Situations Cayman Fund, L.P. 16,564
000 Xxxx 00/xx/ Xxxxxx
Xxxxx 00
Xxx Xxxx, XX 00000
Facsimile:
Attention:
Xxx Xxxxxxxxxxxx 13,521
Xxxxxx Xxxxxxx 3,380
Xxxxxxx XxXxxx 2,816
Xxxxx Xxxxx 1,352
Total 4,056,399
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Schedule 1.1(b)
Second Closing
Investor Name and Address Number of Shares
------------------------- ----------------
Micro Investment, LLC 10,123,181
c/o Warburg, Xxxxxx Equity Partners, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx X. Xxxxxxxxxx
Special Situations Fund III, L.P. 126,737
000 Xxxx 00/xx/ Xxxxxx
Xxxxx 00
Xxx Xxxx, XX 00000
Facsimile:
Attention:
Special Situations Cayman Fund, L.P. 42,246
000 Xxxx 00/xx/ Xxxxxx
Xxxxx 00
Xxx Xxxx, XX 00000
Facsimile:
Attention:
Xxx Xxxxxxxxxxxx 34,486
Xxxxxx Xxxxxxx 8,622
Xxxxxxx XxXxxx 7,184
Xxxxx Xxxxx 3,449
Total 10,345,905
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