AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND RELEASEStock Purchase Agreement and Release • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND RELEASE, dated as of June 20, 2008 (this “Amendment and Release”), is by and among AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS IX”), the co-investors of WCAS IX listed on the signature pages hereto (together with WCAS IX, the “WCAS Investors”) and FRANCK L. GOUGEON (“Gougeon”), further amending that certain Amended and Restated Stock Purchase Agreement, dated as of July 28, 2005, between WCAS IX, certain co-investors of WCAS IX listed on the signature pages thereto, the Company, and Gougeon (as amended by that certain Omnibus Amendment Agreement, dated as of April 28, 2006, by and among AGA Medical Holdings, Inc., the Company, WCAS IX and Gougeon, the “Purchase Agreement”) and releasing certain claims against Gougeon thereunder. Capitalized terms used herein and not otherwise defined shall have the respective mea
