THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 20th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 20, 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”).
WAIVER AND CONSENT UNDER SECURITIES PURCHASE AGREEMENTWaiver and Consent • October 20th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus
This waiver shall not constitute a waiver of any provision of the Securities Purchase Agreement not expressly referred to herein and shall not be construed as waiver of or consent to any further or future action on the part of the Company that would require a waiver or consent of the Purchaser. Except as expressly waived hereby, all the terms, provisions and conditions of the Securities Purchase Agreement are and shall remain unchanged and shall continue in full force and effect. This waiver shall be governed by and construed in accordance with the laws of the State of New York.
