AMENDMENT NO. 01 TO THE LOAN AND SECURITY AGREEMENT DATED March 23, 2005 Dated March 3, 2006
Exhibit 10.2A
AMENDMENT NO. 01 TO THE LOAN AND SECURITY AGREEMENT
DATED March 23, 2005
DATED March 23, 2005
Dated March 3, 2006
this Amendment No. 01 (“Amendment 01”) to that certain Loan and Security Agreement
No. 4541 dated March 23, 2005 (the “Agreement”) is entered into as of March 3, 2006, by
and between Lighthouse Capital Partners V, L.P. (“Lender”) and Restore Medical,
Inc., (fka Restore Medical Inc.) a Delaware corporation (“Borrower”).
WHEREAS, Borrower and Lender have previously entered into the Agreement; and
WHEREAS, Borrower has formally changed its name from Restore Medical Inc. to Restore Medical,
Inc.; and
WHEREAS, Borrower has requested Lender provide additional term loan financing in the amount of
$3,000,000; and
WHEREAS, Lender has agreed to do so under the Agreement, subject to all of the terms and
conditions hereof and of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
the parties hereby agree to modify the Agreement and to perform such other covenants and conditions
as follows:
(All capitalized terms not otherwise defined herein shall have the meanings given to such terms in
the Agreement.)
I. Section 1.1, the following definitions shall be added to the Agreement:
"Commitment One” means $5,000,000.
"Commitment Two” means $3,000,000.
"New Warrant” mean the Warrant in favor of Lender to purchase securities of Borrower, substantially
in the form of Exhibit C-1 attached to this Amendment 01 and issued in conjunction with Commitment
Two.
II. Section 1.1, the following definitions of the Agreement shall be deleted in its entirety and
replaced with the following:
"Collateral” means: (i) all property of Borrower in which Lender or an affiliate of Lender now has
or hereafter obtains a security interest or which is described on Exhibit A attached hereto, as
amended in conjunction with this Amendment 01; and (ii) all products and proceeds of the foregoing,
including proceeds of insurance and proceeds of proceeds.
"Commitment” means collectively, the Commitment One and Commitment Two.
"Commitment Termination Date” means the earliest to occur of (i) for Advances under Commitment One,
(a) December 31, 2005 if Borrower has not drawn at least $2,000,000 in Advances under Commitment
One by such date; or (b) July 1, 2006; (ii) for Advances under Commitment Two, April 1, 2006; (iv)
for any Advances, any Default or Event of Default, or (v) for any Advances, in Lender’s sole
judgment, any adverse change in the composition of Borrower’s Board of Directors after the date
hereof (at any time prior to an initial public offering of the Company’s common stock (“IPO”), this
may be defined as the continued representation by a director nominated by MPM Capital, provided,
that this clause (v) shall terminate upon consummation of an IPO).
"Lender’s Expenses” means all reasonable costs or expenses (including reasonable attorneys’ fees
and expenses) incurred in connection with the preparation, negotiation, modification,
administration, or enforcement of the Loan or Loan Documents, or the exercise or preservation of
any rights or remedies by Lender, whether or not suit is brought; provided, however, that Lender’s
Expenses for the preparation and negotiation of the initial set of Loan Documents under Commitment
One shall not exceed $10,000 or $2,500 under Commitment Two, in each case to be evidenced by a
reasonably detailed invoice setting forth such actual costs and expenses, including reasonable
attorneys’ fees and expenses. Lender will apply deposits received before the date hereof, if any,
towards Lender’s Expenses.
"Loan Documents” means, collectively, the Agreement, Amendment 01, the Warrants, the Notes and all
other documents, instruments and agreements entered into between Borrower and Lender in connection
with the Loan, all as amended or extended from time to time.
"Notice of Borrowing” means the form attached to Amendment 01 as Exhibit D.
"Warrants” means (i) means a Warrant in favor of Lender to purchase securities of Borrower
substantially in the form of Exhibit C to the Agreement, and (ii) the New Warrant.
III. Section 6, Affirmative Covenants, the following new Section 6.8 shall be added to the
Agreement:
Section 6.8 Release of Lien on Intellectual Property. Lender agrees that on the earlier to occur
of either (i) the effective date on which the Borrower raises a minimum of $20,000,000 in the
initial public offering of Borrower’s common stock, or (ii) the closing of a preferred stock equity
financing with proceeds to Borrower of at least $10,000,000, Lender’s Lien on Borrower’s
intellectual property which has been granted to Lender in conjunction with this Amendment 01 shall
be deemed terminated and Lender shall take any such action necessary to evidence the release of
such Lien.
IV. Exhibit A, Collateral, shall be amended and replaced with Exhibit A attached to this Amendment
01 and Lender shall take such action necessary to amend the financing statements filed in
conjunction with the Agreement.
V. Conditions Precedent to Closing this Amendment 01:
(a) This Amendment 01 duly executed by Borrower.
(b) Exhibit A duly executed by Borrower.
(c) The New Warrant to be issued to Lender duly executed by Borrower.
(d) Amendment 01 to Warrant Agreement dated March 23, 2005 duly executed by Borrower.
(e) An Incumbency Certificate of Borrower attached hereto as Exhibit E-1 with copies of the
following documents attached: (i) the certificate of incorporation and by-laws or other
organizational documents of Borrower certified by Borrower as being in full force and effect as of
the date of Amendment 01, (ii) incumbency and representative signatures, and (iii) resolutions
authorizing the execution and delivery of Amendment 01 and each of the other Loan Documents.
(f) A good standing certificate from Borrower’s state of incorporation or formation and the
state in which Borrower’s principal place of business is located, together with certificates of the
applicable governmental authorities stating that Borrower is in compliance with the franchise tax
laws of each such state, each dated as of a recent date.
(g) All necessary consents of shareholders, members, and other third parties with respect to
the execution, delivery and performance of this Agreement, Amendment 01, the New Warrant, and the
other Loan Documents.
(h) Borrower reaffirms the representations and warranties made to Lender in the Agreement as
of the date hereof as though fully set forth herein.
Except as amended hereby, the Agreement remains unmodified and unchanged.
| BORROWER: RESTORE MEDICAL, INC. |
LENDER: LIGHTHOUSE CAPITAL PARTNERS V, L.P. |
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| By: |
/s/ J. Xxxxxx Xxxxxxx, Xx. |
By: | LIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C., its general partner |
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| Name: | J. Xxxxxx Xxxxxxx, Xx. | By: | /s/ Xxxxxx Xxxxxxxx | |||
| Title: | President and Chief Executive Officer | Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||||
