REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of this day of , 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 (the "Recapitalization Agreement"). Capitalized terms used herein have the respective meanings ascribed thereto in the Recapitalization Agreement unless otherwise defined herein.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 25th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
RECAPITALIZATION AGREEMENT, made this 20th day of June, 2008 (this "Agreement"), among World Heart Corporation (the "Company"), World Heart Inc. ("WHI"), ABIOMED, Inc. ("Abiomed"), Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, "Venrock"), 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 the investors, mutually agreed upon by Venrock and SSF, such approval not to be unreasonably withheld, delayed or conditioned, who become party hereto after the date of this Agreement by executing and delivering a counterpart of the Joinder Agreement attached hereto as Exhibit A. SSF, Venrock and such investors are hereinafter referred to collectively as the "Investors" and individually as an "Investor".
