ContractAts Medical Inc • July 2nd, 2008 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE UNDERLYING SECURITIES MAY NOT BE TRANSFERRED UNLESS (I) THIS WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
Amendment to Loan and Security AgreementLoan and Security Agreement • July 2nd, 2008 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered as of June 30, 2008 by and between Silicon Valley Bank (“Bank”) and ATS Medical, Inc., a Minnesota corporation (the “Borrower”) whose address is 3905 Annapolis Lane, Suite 105, Minneapolis, Minnesota 55447.
ContractSubordinated Security Agreement • July 2nd, 2008 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Subordinated Credit Agreement is subordinate (i) in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated concurrently herewith by and between Theodore C. Skokos, a party to this Agreement, and Silicon Valley Bank (in such capacity, “First Lien Holder”), a party to the Loan and Security Agreement dated as of July 28, 2004 by and among ATS Medical, Inc. and First Lien Holder, as amended, and (ii) to the obligations of the Borrower to the holders of the Borrower’s 6% Convertible Senior Notes due 2025 and issued pursuant to that certain Indenture dated as of October 7, 2005, made by and between the Borrower and Wells Fargo Bank, National Association, as trustee; and Theodore C. Skokos, by his acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
