SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 5th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 2, 2009, 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”), each of the other individuals and entities from time to time named on Schedule I hereto under the heading “WCAS Stockholders” (together with WCAS and WCAS CP IV, each a “WCAS Stockholder” and collectively, the “WCAS Stockholders”), 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 (the “Gougeon Trust”; and together with Gougeon and the Gougeon LLC, each a “Gougeon Stockholder” and collectively, the “Gougeon Stockholders”, and together with the WCAS Stockholders, each a “Stockholder” and collectively, the “Stockholders”).
