THIRD AMENDED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS THIRD AMENDED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 25, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”), Gary S. Kohler (“Kohler”), and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP are collectively referred to herein as “Whitebox.” Whitebox, Kohler and Malloy are individually referred to herein as an “Investor” and together as the “Investors.”
WHITEBOX ADVISORS, LLC 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416Sutura, Inc. • August 31st, 2006 • Surgical & medical instruments & apparatus
Re: Agreements relating to certain Secured Convertible Promissory Notes and Warrants between Sutura, Inc. (the “Company”) and Whitebox Convertible Arbitrage Partners, L.P. (“WCAP”), Whitebox Hedged High Yield Partners, L.P. (“WHHY”), Whitebox Intermarket Partners, L.P. (“WIP”), Pandora Select Partners, L.P. (“Pandora”), Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”). WCAP, WHHY, WIP, Pandora, Kohler and Malloy are collectively referred to in this Agreement as the “Whitebox Parties”.
PURCHASE AGREEMENTPurchase Agreement • August 31st, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS PURCHASE AGREEMENT is made this 25th day of August, 2006 (the “Effective Date”) by and between Sutura, Inc., a Delaware corporation (the “Company”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP’), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora” and, together with WCAP, WHHY and WIP, the “Partnerships”), Gary S. Kohler, a Minnesota resident (“Kohler”) and Scot W. Malloy, a Minnesota resident (“Malloy” and, together with the Partnerships and Kohler, the “Whitebox Parties”) with reference to the following facts:
