ESCROW AGREEMENTEscrow Agreement • May 16th, 2005 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
This Escrow Agreement, dated as of this 10th day of May, 2005 (this “Agreement”), by and among (i) ABIOMED, Inc., a Delaware corporation (“ABIOMED”), (ii) the persons named in Exhibit A attached hereto (collectively, the “Stockholders”), who are all of the Stockholders of Impella CardioSystems AG, a German company (“Impella”), (iii) Accelerated Technologies, Inc., in its capacity as agent for the Stockholders (the “Stockholders’ Representative”) and (iv) American Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”).
REGISTRATION RIGHTS AND STOCK RESTRICTION AGREEMENTRegistration Rights and Stock Restriction Agreement • May 16th, 2005 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
This Registration Rights and Stock Restriction Agreement, dated as of this 10th day of May, 2005 (this “Agreement”), by and among ABIOMED, Inc., a Delaware corporation (“ABIOMED”), the stockholders of Impella CardioSystems AG, a company organized under the laws of Germany (the “Company”), listed on Schedule I hereto (the “Stockholders”) and Accelerated Technologies, Inc., as attorney-in-fact and agent for the Stockholders (the “Stockholders’ Representative”).
SHARE PURCHASE AGREEMENT BY AND AMONG ABIOMED, INC., IMPELLA CARDIOSYSTEMS AG,Share Purchase Agreement • May 16th, 2005 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
This Share Purchase Agreement (this “Agreement”), dated as of April 26, 2005, is entered into by and among ABIOMED, Inc., a Delaware corporation (“ABIOMED”), Accelerated Technologies, Inc. as the Stockholders’ Representative as defined below (the “Stockholders’ Representative”) and the other persons named on Schedule I attached hereto (collectively, “Impella Stockholders”), and Impella CardioSystems AG, a company organized under the laws of Germany having its registered seat at Aachen, entered into the Commercial Registry of the Local Court of Aachen under the number HRB 11786 (“Impella,” together with ABIOMED and the Impella Stockholders, the “Parties”).
