Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Restore Medical, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 600,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of ___, 2006 by and between Restore Medical, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”):
