REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2008 by and among World Heart Corporation, a Canadian corporation (the “Company”), World Heart Inc. (“WHI”), ABIOMED, Inc. (“Abiomed”) and those Investors (as defined below) party as “Investors” to that certain Recapitalization Agreement among the Company, WHI, Abiomed and such Investors (as amended on July 31, 2008, the “Recapitalization Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Recapitalization Agreement unless otherwise defined herein.
Amendment No. 1 to the Recapitalization AgreementRecapitalization Agreement • August 6th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 to the Recapitalization Agreement is dated as of July 31, 2008 (this “Amendment No. 1”), by and among (i) World Heart Corporation (the “Company”), (ii) World Heart Inc. (“WHI”), (iii) ABIOMED, Inc. (“Abiomed”), (iv) Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, “Venrock”), (v) Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. (collectively, “SSF”) and (vi) New Leaf Ventures II, L.P. (“New Leaf”). Capitalized terms used herein and not otherwise defined have the meanings given them in the Recapitalization Agreement.
ABIOMED, Inc.World Heart Corp • August 6th, 2008 • Electromedical & electrotherapeutic apparatus • New York
Effective as of the Closing, Abiomed and the Borrower hereby acknowledge and agree that (a) the Conversion shall constitute payment in full and satisfaction in full of all of the Borrower’s indebtedness and obligations to Abiomed, under the Note and the Abiomed Agreements, including, without limitation, any reimbursement obligations under the Support Services Agreement, (b) Abiomed does not have any other credit arrangements with, loans outstanding to, guaranties by, or interests or liens against the Borrower or the Borrower’s personal or real property, and the Borrower does not have any arrangements with, loans outstanding to, guaranties by, or interests or liens against Abiomed or Abiomed’s personal or real property, (c) except as set forth in this Agreement or the Transaction Documents, the Borrower has no further liabilities or obligations due and owing to Abiomed and Abiomed has no further liabilities or obligations due and owing to the Borrower, including in each case, without li
