SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2005, is between AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”) and WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 21, 2008 (this “Agreement”), is by and among AGA MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS”), WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“WCAS CP IV”), and each of the other individuals and entities from time to time named on Schedule I hereto under the heading “WCAS Investors” (together with WCAS IX and WCAS CP IV, each a “WCAS Investor” and collectively, the “WCAS Investors”), FRANCK L. GOUGEON (“Gougeon”), GOUGEON SHARES, LLC, a Minnesota limited liability company (the “Gougeon LLC”), and THE FRANCK L. GOUGEON REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 28, 2006 (together with Gougeon and the Gougeon LLC, the “Gougeon Investors”). The WCAS Investors and the Gougeon Investors are referred to herein, each as an “Investor” and collectively, as the “Investors”.
CONSENT TO ASSIGNMENT OF ROYALTY AGREEMENTSConsent to Assignment of Royalty Agreements • September 10th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus
WHEREAS, AGA Medical Corporation (“AGA”) and Curtis Amplatz, (“C. Amplatz”), a resident of the State of Nevada, are parties to a Royalty Agreement, dated as of April 22, 1996 (a copy of which is attached hereto as Exhibit A) and a Royalty Agreement, dated as of November 22, 2000 (a copy of which is attached hereto as Exhibit B). Both agreements are collectively referred to herein as the “Agreements.”
ROYALTY AGREEMENTRoyalty Agreement • September 10th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
ROYALTY AGREEMENTRoyalty Agreement • September 10th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
