SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 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 • November 24th, 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”.
QUIT CLAIM ASSIGNMENTAGA Medical Holdings, Inc. • November 24th, 2008 • Electromedical & electrotherapeutic apparatus
Whereas, I, Curtis Amplatz, a citizen of the United States of America residing at 1200 Juno Ave., St. Paul, Minnesota 551116, am a named inventor of the inventions disclosed and claimed in U.S. Patent Nos. 5,725,552 and 6,123,715; am a named licensor in a License Agreement between Microvena Corporation and Frank Kotula, Kurt Amplatz and Curtis Amplatz (dated November 7, 1994 and executed by me on November 7, 1994); am a named inventor on a Royalty Agreement between AGA Medical Corporation and Frank Kotula, Curtis Amplatz (dated April 22, 1996 and executed by me on May 8, 1996); and am a named assignor of the Assignment executed by me on May 8, 1996 and recorded in the Patent and Trademark Office reel 7996, frame 0869 on May 14, 1996.
