ContractAts Medical Inc • December 23rd, 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, (II) THIS WARRANT AND THE UNDERLYING SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR (III) 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2008 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of December, 2008 by and among ATS Medical, Inc., a Minnesota corporation (the “Company”), and the “Investors” named in that certain Common Stock and Warrant Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Company and the Investors.
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • December 23rd, 2008 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of December, 2008 by and among ATS Medical, Inc., a Minnesota corporation (the “Company”), and the other Persons set forth on the signature pages hereto (each an “Investor” and collectively the “Investors”).
