Exhibit 4.1


 


THIRD AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT


 


THIS
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 20,
2009, is by and among AGA MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”),
WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited
partnership (“WCAS”), WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited
partnership (“WCAS CP IV”), each of the other individuals and entities
from time to time named on Schedule I hereto under the heading “WCAS
Stockholders” (together with WCAS and WCAS CP IV, each a “WCAS Stockholder”
and collectively, the “WCAS Stockholders”), FRANCK L. GOUGEON (“Gougeon”),
GOUGEON SHARES, LLC, a Minnesota limited liability company (the “Gougeon LLC”),
and THE FRANCK L. GOUGEON REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 28, 2006
(the “Gougeon Trust”; and together with Gougeon and the Gougeon LLC,
each a “Gougeon Stockholder” and collectively, the “Gougeon
Stockholders”, and together with the WCAS Stockholders, each a “Stockholder”
and collectively, the “Stockholders”).


 


RECITALS


 


WHEREAS,
the Stockholders are, as of the date hereof, stockholders of the Company, and
the Company is the parent corporation of AGA Medical Corporation, a Minnesota
corporation (“AGA”);


 


WHEREAS,
the WCAS Stockholders, Gougeon and the Company are each party to that certain
Second Amended and Restated Stockholders Agreement, dated as of October 2, 2009
(the “Existing Agreement”), which amended and restated in its entirety that
certain Amended and Restated Stockholders Agreement, dated as of April 21,
2008, as amended by that certain First Amendment to Amended and Restated
Stockholders Agreement, dated as of June 20, 2008, and as further amended
by that certain Second Amendment to Amended and Restated Stockholders
Agreement, dated as of January 5, 2009 (the “Original Agreement”);
and


 


WHEREAS,
Section 8.05 of the Existing Agreement provides that the Existing
Agreement may be amended or modified by an instrument in writing signed by the
Company, WCAS and the Gougeon Stockholders holding not less than a majority of
the shares of Common Stock (including Conversion Shares) held by the Gougeon
Stockholders.


 


AGREEMENT


 


NOW,
THEREFORE, in compliance with Section 8.05 of the Existing Agreement, the
Company, WCAS and the Gougeon Stockholders each hereby agree to amend and
restate the Existing Agreement in its entirety to provide as follows:


 

















 


ARTICLE I.


 


INTRODUCTORY
MATTERS


 


SECTION 1.01.      Defined
Terms.  In addition to the terms
defined elsewhere herein, the following terms have the following meanings when
used herein with initial capital letters:


 


“Affiliate” means, with respect to any specified Person, a
Person that directly, or indirectly through one or more intermediaries,
Controls, is Controlled by or is under common Control with, the specified
Person.


 


“Agreement” means this Amended and Restated Stockholders
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms hereof.


 


“Assumption Agreement” means a writing reasonably satisfactory
in form and substance to the Company and WCAS whereby a Permitted Transferee of
Company Equity Securities (a) becomes a party to, and agrees to be bound
(to the same extent as its transferor) by, the terms of this Agreement as a
“Stockholder” hereunder and (b) in the case of a Transfer by a Gougeon
Stockholder or one of their Designated Affiliates, agrees to be bound (with
respect to such transferred Company Equity Securities only) by, and subject to,
the indemnification obligations of (i) Gougeon set forth in Section 5
of the New Purchase Agreement and (ii) the Gougeon Stockholders set forth
in Section 5 of the Forbearance Agreement.


 


“Business
Day” means a day other than a day on which commercial banks in New York,
New York are authorized or required by law to close.


 


“Class A
Common Stock” means the Common Stock designated as Class A Common
Stock under the Company Pre-IPO Charter, which will be reclassified into
undesignated Common Stock upon the effectiveness of the Company IPO Charter.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency at
the time administering the Securities Act.


 


“Common
Stock” means (i) prior to the effectiveness of the Company IPO
Charter, the common stock, par value $0.01 per share, of the Company,
authorized by the Company Pre-IPO Charter (however designated or undesignated)
and (ii) after the effectiveness of the Company IPO Charter, the common
stock, par value $0.01 per share, of the Company, authorized by the Company IPO
Charter.


 


“Company
Capital Stock” means (i) prior to the effectiveness of the Company IPO
Charter, all Series A Preferred Stock, Series B Preferred Stock, Class A
Common Stock and Common Stock, and (ii) upon and after the effectiveness
of the Company IPO Charter, all Common Stock and all preferred stock issued by
the Company in the future after the effectiveness of the Company IPO Charter
(if any).


 

















 


“Company
Equity Securities” means all shares of Company Capital Stock now or
hereafter issued and all Options or Convertible Securities now or hereafter
issued.


 


“Company
IPO Bylaws” means the Amended and Restated Bylaws of the Company in the
form attached hereto as Exhibit A, to become effective immediately
prior to consummation of the Company’s initial Public Offering, as may be
further amended from time to time.


 


“Company
IPO Charter” means the Amended and Restated Certificate of Incorporation of
the Company in the form attached hereto as Exhibit B, to become
effective immediately prior to consummation of the Company’s initial Public
Offering as may be further amended thereafter from time to time.


 


“Company
Pre-IPO Bylaws” means the Bylaws of the Company as in effect on the date
hereof and as may be hereafter amended from time to time until the effectiveness
of the Company IPO Bylaws.


 


“Company Pre-IPO Charter” means the Amended and Restated
Certificate of Incorporation of the Company, as in effect on the date hereof
and as may be hereafter amended from time to time until the effectiveness of
the Company IPO Charter.


 


“Company
Stock Plans” means all stock option plans, restricted stock purchase plans
and other stock-based plans and agreements approved by the Board.


 


“Consulting
Agreement” means that certain Consulting Agreement, dated as of June 20,
2008, between AGA and Gougeon, as may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Control”
(including the terms “Controlling”, “Controlled by” and “under common Control
with”) means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.


 


“Conversion
Shares” means the shares of undesignated Common Stock issued or issuable
upon conversion of the outstanding shares of Class A Common Stock, Series A
Preferred Stock and Series B Preferred Stock pursuant to the Company
Pre-IPO Charter.


 


“Convertible
Securities” means any securities directly or indirectly convertible into or
exercisable or exchangeable for Common Stock.


 


“Designated
Affiliate” means (i) in the case of any Stockholder that is not a
natural person, any Affiliate of such Stockholder, (ii) in the case of a
Stockholder who is a natural person, such Stockholder’s spouse and lineal
descendants or trusts for the benefit of, or corporations, limited liability
companies or partnerships, the stockholders, members or general and/or limited
partners of which include, only such Stockholder and/or Stockholder’s parents,
spouse or lineal descendants (provided that any such trust may also include
such Stockholder’s heirs at law as contingent beneficiaries), and (iii) in
the case of WCAS, WCAS CP IV and each 


 


3

















 


of either entity’s Designated Affiliates, each general or limited
partner, manager, member, officer, director or employee thereof.


 


“Eligible
Issuance” means the issuance by the Company prior to the Company’s initial
Public Offering to any Person or Persons (including any of the Stockholders) of
any Company Equity Securities in consideration for cash, cash equivalents,
property or indebtedness, excluding issuances by the Company of Company Equity
Securities:


 


(i)            in connection
with or pursuant to a Company Stock Plan;


 


(ii)           in connection
with a bona fide business acquisition, reorganization or recapitalization (by
stock split, stock dividend, share exchange or otherwise) of or by the Company
or any subsidiary thereof, whether by merger, consolidation, sale of assets,
sale or exchange or otherwise;


 


(iii)          upon the
exercise, exchange or conversion of Options or Convertible Securities;


 


(iv)          to a lender
(including any Stockholder or any of their Designated Affiliates) in connection
with a debt financing or the amendment of any debt financing arrangements; or


 


(v)           in connection
with the effectiveness of the Company IPO Charter or the Company’s initial
Public Offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934, or any successor federal
statute, and the rules and regulations of the Commission thereunder, as
the same may be amended from time to time.


 


“Fully
Diluted Basis” means the number of shares of Common Stock outstanding or
held by one or more Persons, including for such purposes (until the
effectiveness of the Company IPO Charter) any Conversion Shares outstanding or
held by one or more Persons.


 


“Loan
Agreement” means that certain Loan Agreement, dated as of April 21,
2008, between the Gougeon LLC and Bank of America, N.A., as may be amended,
restated, supplemented or otherwise modified from time to time.


 


“NASDAQ”
means The NASDAQ Stock Market, Inc.


 


“New
Purchase Agreement” means that certain Stock Purchase Agreement, dated as
of April 21, 2008, between WCAS and the other WCAS Stockholders party
thereto, Gougeon and the other Gougeon Stockholders party thereto, as may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Options” means any rights, warrants or options to subscribe for
or purchase Common Stock or Convertible Securities.


 


4

















 


“Original
Purchase Agreement” means that certain Amended and Restated Stock Purchase
Agreement, dated as of July 28, 2005 (as amended or otherwise modified
from time to time), between WCAS, Gougeon and AGA, as may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Permitted
Transferee” means any Person to whom Company Equity Securities are
Transferred in a Transfer made in accordance with Section 2.02 and
otherwise not in violation of this Agreement.


 


“Person”
means any natural person, corporation, limited liability company, partnership,
trust, joint stock company, business trust, unincorporated association, joint
venture, governmental authority or other legal entity of any nature whatsoever.


 


“Proportionate Percentage” means, with respect to any specified
Stockholder or Stockholders as of any date, the result (expressed as a
percentage) obtained by dividing (i) the amount of shares of Common Stock
(including Conversion Shares) owned by such Stockholder or Stockholders as of
such date on a Fully Diluted Basis by (ii) the total number of shares of
Common Stock (including Conversion Shares) outstanding as of such date on a
Fully Diluted Basis.


 


“Public
Offering” means the sale of shares of Common Stock to the public pursuant
to an effective registration statement (other than a registration statement on Form S-4,
Form S-8 or any similar or successor form) filed under the Securities Act.


 


“Related
Stockholder” means a Stockholder whose Transfer of Company Equity
Securities in a sale made pursuant to Rule 144 would be subject to
aggregation with another Stockholder under Rule 144.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act (or any successor
rule).


 


“Securities
Act” means the Securities Act of 1933, or any successor federal statute,
and the rules and regulations of the Commission thereunder, as the same
may be amended from time to time.


 


“Series A
Preferred Stock” means the Series A Convertible Preferred Stock, par
value $0.001 per share, of the Company, authorized by the Company Pre-IPO
Charter which will be reclassified into Common Stock upon the effectiveness of
the Company IPO Charter.


 


“Series B
Preferred Stock” means the Series B Convertible Preferred Stock, par
value $0.001 per share, of the Company, authorized by the Company Pre-IPO
Charter which will be reclassified into Common Stock upon the effectiveness of
the Company IPO Charter.


 


“Stockholders
Agreement Legend” means (i) with respect to Company Equity Securities
issued on or after the date hereof, the legend placed on any certificates
representing such Company Equity Securities pursuant to Section 2.03 and (ii) with
respect to Company Equity Securities issued prior to the date hereof, the
“Stockholders Agreement Legend” as defined in the Original Agreement.


 


5

















 


“Transfer”
means a transfer, sale, assignment, pledge, hypothecation or other disposition
(including by operation of law), whether directly or indirectly pursuant to the
creation of a derivative security, the grant of an option or other right or the
imposition of a restriction on disposition or voting and whether by one or a
series of transactions.


 


SECTION 1.02.      Construction.  (a)  The parties hereto have
participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement.  Unless the
context otherwise requires: (i) “or” is disjunctive but not exclusive, (ii) words
in the singular include the plural, and in the plural include the singular, (iii) the
words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement, (iv) the headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement, (v) the words “Article” and “Section”
are references to the articles and sections of this Agreement unless otherwise
specified and (vi) whenever the words “include”, “includes” or “including”
are used in this Agreement they shall be deemed to be followed by the words
“without limitation”.


 


(b)           References herein to any Stockholder, to the extent
such Stockholder shall have Transferred any of its shares of Company Equity
Securities to one or more Permitted Transferees, shall mean such Stockholder
and such Permitted Transferees, taken together, and any right or action that
may be taken at the election of such Stockholder may be taken at the election of
such Stockholder and such Permitted Transferees to the extent such Stockholder
has agreed in writing to transfer such rights to any such Permitted
Transferee.  For the avoidance of doubt,
to the extent any Stockholder shall have Transferred any of its Company Equity
Securities in a Transfer permitted hereunder to one or more Persons who are not
required to execute and deliver an Assumption Agreement as a condition to such
Transfer (i) such Persons shall not be considered Stockholders for
purposes of this Agreement and (ii) if such Stockholder has Transferred
all of its Company Equity Securities to such Persons, such Stockholder shall
cease to be a Stockholder hereunder and shall no longer be subject to this
Agreement.


 


ARTICLE
II.


 


TRANSFERS


 


SECTION 2.01.      Transfer Restrictions.


 


(a)           No Stockholder may Transfer any Company Equity
Securities other than (i) the Transfer by Gougeon of shares of Common
Stock to WCAS and certain of the other WCAS Stockholders pursuant to the
Purchase Agreement, (ii) the Transfer by Gougeon of 38,016,000 shares of
Common Stock to the Gougeon Trust and the immediate subsequent Transfer by the
Gougeon Trust of such shares of Common Stock to the Gougeon LLC, (iii) the
pledge of shares of Common Stock by (1) the Gougeon LLC to Bank of
America, N.A. as contemplated by the Loan Agreement and (2) the Gougeon
Stockholders to WCAS (and, in each case, the first Transfer upon any subsequent
foreclosure thereon), (iv) Transfers by any of the 


 


6

















 


Gougeon Stockholders made with the written consent of WCAS, (v) Transfers
by any of the WCAS Stockholders made with the written consent of Gougeon and (vi) Transfers
made in accordance with Section 2.02 or Article III.   Notwithstanding the foregoing, upon and
after the consummation of the Company’s initial Public Offering, the provisions
of this Section 2.01(a) shall not apply to (w) any Transfer by a
Stockholder of its Common Stock to any Person in connection with the Company’s
initial Public Offering, any subsequent Public Offering (including any shelf
takedowns) where such Stockholder’s Company Equity Securities are registered
under an effective registration statement filed under the Securities Act, (x) any
Transfer by a Stockholder of its Company Equity Securities to any Person in
sales made in reliance on Rule 144 in compliance with Section 2.01(b) or
Transfers by a Stockholder effected through open market trading or (y) one
or more distributions by either or both of WCAS or WCAS CP IV of Company Equity
Securities to their respective partners.


 


(b)           Each Stockholder that Transfers any of its Company
Equity Securities in a sale made in reliance on Rule 144 shall promptly
notify the Coordination Committee of (i) when it has commenced a
measurement period for purposes of the Rule 144 group volume limit in
connection with a Transfer that is subject to such limit and (ii) what the
volume limit for that measurement period, determined as of its commencement,
will be.  Each Related Stockholder shall
be entitled to effect Transfers that are subject to the Rule 144 group
volume limit pro rata during the applicable
measurement period based on such Related Stockholder’s percentage ownership of
Company Equity Securities held by all of the Related Stockholders at the start
of such measurement period.  In the event
any such Related Stockholder agrees to forego its full pro rata
share of the Rule 144 group volume limit by written notice to the
Coordination Committee, the remainder shall be re-allocated pro rata among the remaining Related Stockholders in like
manner (except that the Company Equity Securities held by such forfeiting
Related Stockholder at the start of such measurement period shall be excluded
from such calculation).  The provisions
of this Section 2.01(b) shall not apply to any Transfer of Company
Equity Securities (x) that is not subject to the volume limitations under Rule 144
or (y) if any Stockholder obtains a “no-action letter” from the Commission
that supports the good faith assertion of such Stockholder that this Agreement
does not constitute an agreement among any of the Stockholders to act in
concert for the purposes of selling securities of the Company within the
meaning of Rule 144.


 


(c)           Notwithstanding anything to the contrary in Section 2.01(a),
each Stockholder agrees that it will not effect any Transfer of Company Equity
Securities unless such Transfer is made pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and, in either case, in compliance with all applicable state securities laws
and all applicable securities laws of any other jurisdiction.  The Company agrees, and each Stockholder
understands and consents, that the Company will not cause or permit the
Transfer of any Company Equity Securities to be made on its books (or on any
register of securities maintained on its behalf) unless the Transfer is
permitted by, and has been made in accordance with the terms of this Agreement
and all applicable securities laws.  Each
Stockholder agrees that in connection with any Transfer of Company Equity
Securities that is not made pursuant to a registered public offering, the Company
may, in its sole discretion, request an opinion in form and substance
reasonably satisfactory to the Company and from counsel reasonably satisfactory
to the Company stating that such transaction is exempt from registration under
the Securities Act 


 


7

















 


and in compliance with applicable state securities laws and all
applicable securities laws of any other jurisdiction.


 


(d)           The Company shall not give effect to any attempted
Transfer of Company Equity Securities by any Stockholder made in violation of
the terms of any preexisting or future restrictions on Transfers set forth in
any other agreement or other document executed by any such Stockholder; provided
the Company has knowledge of such other agreement or other document.  At all times prior to the expiration of any
such other agreement or other document, the Company shall use its best efforts
to comply with the provisions of such other agreement or other document
relating to the placing of legends on Company Equity Securities, and each Stockholder
executing any such other agreement or other document hereby consents to the
placing of such legends on such certificates.


 


(e)           The Gougeon Stockholders acknowledge and agree that
any Transfer of the limited liability company interests of the Gougeon LLC
would constitute a Transfer of Company Equity Securities, and any proposed
Transfer of all or any portion of the limited liability company interests of
the Gougeon LLC shall be subject to, and may be made subject to compliance
with, the terms of this Agreement.


 


(f)            Any attempted Transfer of Company Equity Securities in
violation of the terms hereof shall be null and void ab initio
and of no effect.


 


(g)           Upon or immediately after the consummation of the
Company’s initial Public Offering, WCAS and the Gougeon Stockholders shall
create a coordination committee (the “Coordination Committee”) (which
shall not be a committee of the Board) and shall maintain such committee until
the earliest of (i) the termination or expiration of this Agreement, (ii) the
agreement in writing of WCAS and the Gougeon Stockholders to disband such
committee and (iii) such time as either WCAS or the Gougeon Stockholders
no longer beneficially owns any Company Equity Securities.  The Coordination Committee shall facilitate
the coordination of Transfers by the Stockholders (to the extent necessary) and
any joint filings with the Commission or other governmental agencies that are
required to be made by any Stockholder with another Stockholder under the
Securities Act, the Exchange Act or other applicable securities laws.  Each of WCAS and the Gougeon Stockholders
shall be permitted to designate one (1) member (who may also be a director
of the Company) of the Coordination Committee, and shall be permitted to remove
and replace such designated member from time to time.  The procedures governing the conduct of the
Coordination Committee shall be established from time to time by the members of
the Coordination Committee; provided that such procedures shall not
discriminate against any particular Stockholder or Stockholders in any material
respect.  Notwithstanding anything herein
to the contrary, except upon the unanimous determination of the Coordination
Committee, the Coordination Committee shall not be permitted to block or
otherwise prohibit or limit Transfers by any of the Stockholders.  Notices to the Coordination Committee shall
be delivered to WCAS and the Gougeon Stockholders in accordance with Section 8.04.


 


SECTION 2.02.      Transfers to Permitted Transferees.  Any Stockholder may, at any time, Transfer
any or all of the Company Equity Securities held by such Stockholder to any one
or more Designated Affiliates of such Stockholder so long as each such
Designated 


 


8

















 


Affiliate duly executes and delivers an
Assumption Agreement unless such Designated Affiliate is already party to this
Agreement as a Stockholder hereunder (such Transfer to be effective only upon
the delivery of such Assumption Agreement to the Company, WCAS and Gougeon); provided,
that (A) if the Company so requests promptly following (and, in any event,
within five (5) Business Days after) its receipt of such Assumption
Agreement, such Assumption Agreement shall not be effective unless and until
the Company has been furnished with an opinion in form and substance reasonably
satisfactory to the Company and from counsel reasonably satisfactory to the
Company stating that such transaction is exempt from registration under the
Securities Act and in compliance with applicable state securities laws and
applicable securities laws of any other jurisdiction and (B) no Transfer
under this Section 2.02 shall be permitted if such Transfer would require
the Company to register a class of equity securities under Section 12 of
the Exchange Act under circumstances in which the Company does not then have
securities of such class registered under Section 12 of the Exchange
Act.  Notwithstanding the foregoing, no
party hereto shall avoid the provisions of this Agreement by making one or more
Transfers to one or more Permitted Transferees and then disposing of all or any
portion of such party’s interest in any such Permitted Transferee.


 


SECTION 2.03.      Legends.  (a)  Each certificate representing
Company Equity Securities that is held by a Stockholder will bear the
Stockholders Agreement Legend.   Each
certificate representing Company Equity Securities issued on or after the date
hereof that is held by a Stockholder will bear a legend substantially to the
following effect with such additions thereto or changes therein as the Company
may be advised by counsel are required by law or necessary to give full effect
to this Agreement:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A THIRD AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT, DATED AS OF OCTOBER 20, 2009, AMONG THE COMPANY AND THE OTHER
PARTIES THERETO, AS AMENDED, AND AN AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT, DATED AS OF APRIL 21, 2008, AMONG THE COMPANY AND THE OTHER PARTIES
THERETO, AS AMENDED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
COMPANY.  NO TRANSFER, SALE, ASSIGNMENT,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SUCH STOCKHOLDERS AGREEMENT AND SUCH AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT.  THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF
THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”


 


The Stockholders Agreement Legend will be
removed by the Company by the delivery of substitute certificates without such
Stockholders Agreement Legend in the event of (i) a Transfer permitted by
this Agreement in which the transferee is not required to enter into an
Assumption Agreement or (ii) the termination of this Agreement in
accordance with Section 8.07.


 


9














 


(b)           From and after the date hereof, and (i) until such
time as such Company Equity Securities have been sold to the public pursuant to
an effective registration statement under the Securities Act or (ii) if
pursuant to an exemption from such registration, until such time such Company
Equity Securities are no longer “restricted securities” under Rule 144 under
the Securities Act and the holder of such Company Equity Securities shall have
requested the issuance of new certificates in writing and, if requested by the
Company, delivered to the Company an opinion in form and substance reasonably
satisfactory to the Company and from counsel reasonably satisfactory to the
Company to such effect, all certificates representing Company Equity Securities
that are held by any Stockholder shall bear a legend which shall state the
following:


 


“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND NO INTEREST HEREIN MAY BE
SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH
TRANSACTION OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER,
SUBJECT TO THE COMPANY’S RIGHT TO RECEIVE AN OPINION OF COUNSEL CERTIFICATIONS
AND OTHER INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT
SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND ALL APPLICABLE SECURITIES LAWS OF ANY
OTHER JURISDICTION.”


 


Notwithstanding the
foregoing, certificates representing Company Equity Securities issued prior to
the date hereof that are held by a Stockholder may bear the legend set forth in
Section 2.03(b) of the Original Agreement in lieu of the legend set forth in
this Section 2.03(b).


 


SECTION
2.04.      Termination of
Transfer Restrictions.  Upon
the earlier to occur of (i) a distribution of Company Equity Securities by WCAS
and WCAS CP IV to their respective partners representing in the aggregate at
least ten percent (10%) of the issued and outstanding Common Stock upon or
after the consummation of the Company’s initial Public Offering and (ii) the
second anniversary of the date of the Company’s initial Public Offering, the
restrictions on Transfers of Company Equity Securities by Stockholders set
forth in Section 2.01 (other than Sections 2.01(b), 2.01(c) and 2.01(g)) and Section
2.02 shall automatically terminate.


 


ARTICLE
III.


 


TAG-ALONG RIGHTS


 


SECTION 3.01.      Tag-Along Rights.  With respect to any proposed Transfer by one
or more Stockholders (collectively, the “Selling Stockholder”) of a
number of shares of Company Capital Stock representing a Proportionate Percentage
of least ten percent (10%) that is otherwise permitted under this Agreement,
each other Stockholder who exercises its rights


 


10

















 


under this Section 3.01
(each a “Tagging Stockholder”) will have the right to include the
following in the proposed sale to the proposed transferee(s) of shares (the “Proposed
Transferee”) or sell the following to the Selling Stockholder (if such
Proposed Transferee will not agree to purchase shares directly from such Tagging
Stockholder, and in such case the Selling Stockholder shall be obligated to
purchase from such other Stockholder the following):  a number of shares of Common Stock (or
Conversion Shares convertible into such number of shares of Common Stock) up to
the product (rounded down to the nearest whole number) of (i) such Stockholder’s
Proportionate Percentage and (ii) the total number of shares of Common Stock
(or Conversion Shares convertible into such number of shares of Common Stock,
as applicable) proposed to be Transferred to the Proposed Transferee(s), at the
same price(s) per share of Common Stock, as the case may be, and upon the same
terms and conditions (including time of payment, form of consideration and adjustments
to purchase price) as the Selling Stockholder.


 


SECTION
3.02.      Exercise of
Tag-Along Rights; Notices.  The
Selling Stockholder will give each other Stockholder prior written notice of
each proposed sale, setting forth the number and type of shares of Company
Capital Stock proposed to be so Transferred, the name and address of the
Proposed Transferee, the proposed amount and form of consideration and other
material terms and conditions of payment offered by the Proposed Transferee
(such notice, the “Tag-Along Opportunity Notice”).  In the event that any of the material terms
or conditions set forth in the Tag-Along Opportunity Notice are thereafter
amended in any material respect, the Selling Stockholder shall also give
written notice of the amended terms and conditions of the Proposed Sale to each
other Stockholder (such amended notice, an “Amended Tag-Along Opportunity
Notice”).  In order to exercise the
tag-along rights provided by this Article III, each Tagging Stockholder must
send a written notice to the Selling Stockholder indicating the desire of such
Tagging Stockholder to exercise its rights and specifying the number and type
of shares of Company Capital Stock they desire to sell (the “Tag-Along
Exercise Notice”) within ten (10) Business Days following the delivery of
the Tag-Along Opportunity Notice to the other Stockholders (or if an Amended
Tag-Along Opportunity Notice is given to each other Stockholder, within ten (10)
Business Days following the delivery of such Amended Tag-Along Opportunity
Notice).  Within ten (10) Business Days
of the delivery of an Amended Tag-Along Opportunity Notice, each Tagging Stockholder
shall be permitted to cancel its exercise of its rights under this Article III
upon delivery of written notice to the Selling Stockholder to such effect and
shall be released from its obligation hereunder.  It shall be a condition to the exercise of
any rights under this Article III to Transfer shares of Company Capital Stock
that each Tagging Stockholder execute and deliver such agreements as may be
reasonably requested by the Proposed Transferee to which the Selling Stockholder
will also be party, including agreements to (i) make individual
representations, warranties, covenants and other agreements as to the
unencumbered title to its shares of Company Capital Stock and the power,
authority and legal right to Transfer such shares and (ii) be severally (with
all other sellers) liable (whether by purchase price adjustment, indemnity
payments or otherwise) in respect of representations, warranties, covenants and
agreements in respect of the Company and its subsidiaries.


 


SECTION
3.03.      Closing of
Proposed Sale.  (a)  Each Tagging Stockholder shall deliver to the
Selling Stockholder, as agent for such Tagging Stockholder, for transfer to the
Proposed Transferee one or more certificates, properly endorsed for transfer,
which represent the


 


11

















 


shares of Company Capital Stock that such
Tagging Stockholder is permitted to dispose of pursuant to this Article III.  In connection with the consummation of any
such Proposed Sale, the Selling Stockholder (i) shall transfer to the Proposed
Transferee at the closing of such Proposed Sale a stock certificate or
certificates representing the shares of Company Capital Stock to be disposed of
by any Tagging Stockholders and (ii) shall promptly thereafter remit to each
Tagging Stockholder (x) that portion of the proceeds of the disposition to
which such Tagging Stockholder is entitled by reason of such participation and (y)
a stock certificate or certificates representing any balance of shares of
Company Capital Stock that were not so disposed of (or all shares of Company
Capital Stock, in the event the proposed disposition is not consummated).


 


(b)           If any Tagging Stockholder exercises its rights under
this Article III, the closing of the purchase of the Company Capital Stock with
respect to which such rights have been exercised will take place concurrently
with the closing of the sale of the Selling Stockholder’s Company Capital Stock
to the Proposed Transferee.  If by the
end of ninety (90) days following the date of delivery of the Tag-Along
Opportunity Notice (or, following the delivery of the last Amended Tag-Along
Opportunity Notice, if applicable), the Selling Stockholder and the Proposed
Transferee have not completed the Proposed Sale, each Tagging Stockholder shall
be released from its obligations under this Article III, and the Tag-Along
Exercise Notices shall be null and void, and it shall be necessary for the
terms of this Article III to be separately complied with in order to consummate
such Proposed Sale pursuant to this Article III.


 


SECTION
3.04.      Excluded
Transactions.  The rights
afforded to the Stockholders under this Article III shall apply to all
Transfers permitted under this Agreement; provided, however, that
such rights shall not apply to Transfers expressly permitted by Section 2.01(a)
(excluding clauses (iv) and (v) thereof) or Section 2.02.


 


SECTION 3.05.      Termination of
Tag-Along Rights.  The rights
afforded to Stockholders under this Article III shall automatically terminate (i)
in the case of the WCAS Stockholders, upon the Gougeon Stockholders ceasing to
have collectively a Proportionate Percentage of at least ten percent (10%), and
(ii) in the case of the Gougeon Stockholders, upon the WCAS Stockholders
ceasing to have collectively a Proportionate Percentage of at least ten percent
(10%), in either case without giving effect to any proposed Transfer which
would result in the WCAS Stockholders or the Gougeon Stockholders, as the case
may be, collectively having a Proportionate Percentage of less than ten percent
(10%).


 


12

















 


ARTICLE
IV.


 


VOTING AGREEMENT


 


SECTION 4.01.      Directors.  (a) From and after the date hereof until the
effectiveness of the Company IPO Charter, at each annual or special
stockholders meeting called for the election of directors, and whenever the
stockholders of the Company act by written consent with respect to the election
of directors, the Stockholders each agree to vote or otherwise give such
Stockholder’s consent in respect of all shares of Company Capital Stock
(whether now or hereafter acquired), owned by such Stockholder, and with
respect to clause (i) below, the Company shall take, to the extent not prohibited
by applicable law, the Company Pre-IPO Charter or the Company Pre-IPO Bylaws,
all necessary and desirable actions within its control, in order to cause:


 


(i)            the authorized number of directors on the Board of
Directors of the Company (the “Board”) to be established at nine (9) directors;


 


(ii)           for so long as WCAS is a stockholder of the Company,
the election to the Board of three (3) directors designated in writing by WCAS
(each, a “WCAS Designee”), two of whom are currently Paul B. Queally and
Sean M. Traynor;


 


(iii)          for so long as one of the
Gougeon Stockholders is a stockholder of the Company, the election to the Board
of three (3) directors designated in writing by Gougeon (each, a “Gougeon
Designee”), two of whom are currently Gougeon and Darrell J. Tamosuinas;
and


 


(iv)          the election of three (3) directors
who shall be acceptable to WCAS and Gougeon which directors are currently Tommy
G. Thompson, Daniel A. Pelak and Terry A. Rappuhn; it being understood that one
of such directors will serve as the Non-Executive Chairman of the Board.


 


(b)           Upon the effectiveness of
the Company IPO Charter and thereafter at each annual or special stockholders
meeting called for the election of directors, the Stockholders each agree to
vote in respect of all shares of Company Capital Stock (whether now or
hereafter acquired), owned by such Stockholder, in order to cause:


 


(i)            for each six percent (6%) of the issued and
outstanding Common Stock held collectively by the WCAS Stockholders, the
election to the Board of one (1) WCAS Designee, up to maximum of three (3) WCAS
Designees;


 


(ii)           for each six percent (6%) of the issued and
outstanding Common Stock held collectively by the Gougeon Stockholders, the
election to the Board of one (1) Gougeon Designee, up to maximum of three (3) Gougeon
Designees;


 


(iii)          the election of independent directors who are
reasonably acceptable to both a majority in voting power of the WCAS
Stockholders and a majority in voting power of the Gougeon Stockholders and at
least three (3) of whom qualify as “independent” under the Commission and
NASDAQ rules (the “Independent Directors”) to fill the remaining seats
on the Board not filled by a WCAS Designee or Gougeon Designee; and


 


13

















 


(iv)          the election of one (but not more than one) WCAS
Designee and one (but not more than one) Gougeon Designee, as the case may be,
to each of the three classes of directors as provided in the Company IPO
Charter upon the effectiveness of the Company IPO Charter.


 


Notwithstanding anything to the contrary in this Section 4.01(b), if
after the consummation of the Company’s initial Public Offering the Company
ceases to qualify as a “controlled company” under NASDAQ rules (or the rules of
any other exchange on which Company Equity Securities are listed), each of WCAS
and Gougeon shall, within one (1) year after the Company ceases to qualify as
such, cause a sufficient number of their respective designees to qualify as “independent
directors” under such rules to ensure that the Board complies with applicable
independence rules.  The Company shall be
permitted, if necessary, and the Stockholders shall take all reasonably
necessary actions within their control to increase the number of authorized
directors so as to comply with applicable independence rules.  If after the consummation of the Company’s
initial Public Offering (x) the WCAS Stockholders are no longer entitled to
nominate the number of WCAS Designees then serving as directors on the Board as
set forth in this Section 4.01(b), WCAS shall notify the Gougeon Stockholders
which of such directors that shall no longer be considered a WCAS Designee for
purposes of this Article IV and (y) the Gougeon Stockholders are no longer
entitled to nominate the number of Gougeon Designees then serving as directors
on the Board as set forth in this Section 4.01(b), the Gougeon Stockholders
shall notify WCAS which of such directors that shall no longer be considered a
Gougeon Designee for purposes of this Article IV.


 


(c)           From and after the date
hereof, at each annual or special stockholders meeting, and whenever the
stockholders of the Company act by written consent with respect to the election
of directors, the Stockholders each agree to vote or otherwise give such
Stockholder’s consent in respect of all shares of Company Capital Stock
(whether now or hereafter acquired), owned by such Stockholder in order to
cause:


 


(i)            the removal from the Board (with or, until the
effectiveness of the Company IPO Charter, without cause) of (A) any WCAS Designee
upon the written request of WCAS, (B) any Gougeon Designee upon the written
request of Gougeon, and (C) any Independent Director upon the written request
of WCAS and Gougeon; and


 


(ii)           until the effectiveness of the Company IPO Charter,
upon any vacancy in the Board as a result of any WCAS Designee, Gougeon
Designee or any other director ceasing to be a member of the Board, whether by
resignation, removal or otherwise, the election to the Board, as applicable, of
(A) an individual designated by WCAS in the case of a WCAS Designee, (B) an
individual designated by Gougeon in the case of a Gougeon Designee or (C) an
individual designated by both WCAS and Gougeon in the case of any other
director (subject to applicable law and NASDAQ rules (or the rules of any other
exchange on which Company Equity Securities are listed)); it being understood
that if for any reason WCAS or Gougeon shall fail to designate a replacement
director to fill such vacant directorship as provided by this paragraph (ii),
such vacant directorship shall remain vacant until the earlier to occur of (x) the
next annual or special stockholders meeting called for the election of
directors and (y) such time as a replacement director is designated by WCAS
and/or Gougeon (as applicable) to fill such vacant directorship as


 


14

















 


provided by this paragraph (ii), and until such date
such vacant directorship shall not be filled by resolution or vote of the Board
or the Company’s other stockholders.


 


From and after the effectiveness of the Company IPO Charter, each of
WCAS and Gougeon agrees to cause its designees to the Board, if any, to vote or
otherwise give such director’s consent, to the extent not prohibited by
applicable law, to fill any vacancy in the Board as a result of any WCAS
Designee, Gougeon Designee or any other director ceasing to be a member of the
Board, whether by resignation, removal or otherwise, in a manner consistent
with the provisions of clause (ii) above. 
The WCAS Stockholders shall not vote to remove any director who is at
such time a Gougeon Designee without Gougeon’s prior written consent, and the
Gougeon Stockholders shall not vote to remove any director who is at such time
a WCAS Designee without the prior written consent of WCAS.


 


(d)           Except as otherwise prohibited by applicable law,
the Company shall use its best efforts to cause each such designee to the Board
that is permitted to be designated in accordance with this Section 4.01 to be (i)
included in the Board’s slate of nominees to the stockholders for each election
of directors and (ii) included in the proxy statement (if any) prepared by
management of the Company in connection with soliciting proxies for every
meeting of the stockholders of the Company called with respect to the election
of members of the Board, and at every adjournment or postponement thereof, and
on every action or approval by written consent of the stockholders of the
Company or the Board with respect to the election of members of the Board.  Without limiting the foregoing, the Company
shall not, unless required by applicable law or the Company’s certificate of
incorporation or bylaws then in effect, take any action inconsistent with the
provisions set forth in paragraphs (a), (b) or (c) of this Section 4.01.


 


(e)           Subject to the final sentence of this Section 4.01(e)
but otherwise notwithstanding the other provisions of this Section 4.01, the
Company shall not be obligated to cause to be nominated for election to the
Board (or included in the Board’s slate of nominees to the Company’s
stockholders or any proxy statement prepared by management of the Company in
connection with soliciting proxies for every meeting of the stockholders of the
Company called with respect to the election of members of the Board) or
recommend to the Company’s stockholders the election of any designee in the
event that (i) the Board determines in good faith, after consultation with
reputable outside legal counsel, that such action would constitute a breach of
its fiduciary duties (or otherwise violate applicable law) or (ii) the Company
receives a written opinion of reputable outside legal counsel that such
designee would not be qualified under any applicable law, rule or regulation to
serve as a director of the Company or if the Company objects to such designee
because such designee has been involved in any of the events enumerated in Item
2(d) or (e) of Schedule 13D under the Exchange Act or such person is currently
the target of an investigation by any governmental authority or agency relating
to felonious criminal activity or is subject to any order, decree, or judgment
of any court or agency prohibiting service as a director of any public company
or providing investment or financial advisory services.  In any such non-approval, WCAS or Gougeon, as
the case may be, shall withdraw the designation of such proposed designee and
designate a replacement therefor (which replacement designee shall also be
subject to the requirements of this Section 4.01(e)).  The Company shall promptly notify WCAS or
Gougeon, as the case may be, in writing of any objection to a designee in
advance of the date on which proxy materials are mailed by the Company in
connection with such election of directors, and the Company shall use its
reasonable


 


15

















 


best efforts to enable such Person to promptly propose a replacement
designee in accordance with the terms of this Agreement.  No WCAS Designee shall be disqualified for
nomination or otherwise not recommended for election to the Board if such
Person is employed by an Affiliate of WCAS except pursuant to clause (ii) of
the first sentence of this Section 4.01(e).


 


(f)            At any time that any Stockholder shall have any
rights of designation under this Section 4.01, the Company and the Stockholders
shall not take any action, after the effectiveness of the Company IPO Charter
and Company IPO Bylaws, to reduce the size of the Board from nine (9) members,
except as may be required by applicable law.


 


SECTION
4.02.      Board Observers.  Upon and after the consummation of the
Company’s initial Public Offering, for so long as the WCAS Stockholders
collectively hold at least five percent (5%) (but less than six percent (6%))
of the issued and outstanding shares of Common Stock, WCAS shall be entitled to
designate one (1) observer to attend any and all meetings of the Board and any
committees thereof, and for so long as the Gougeon Stockholders collectively
hold at least five percent (5%) (but less than six (6%)) of the issued and outstanding
shares of Common Stock, Gougeon shall be entitled to designate one (1) observer
to attend any and all meetings of the Board and any committees thereof.  Any such observer shall not have any voting
rights whatsoever.  Any such observer
shall be entitled to receive all notices relating to meetings of the Board or
any committees thereof, as applicable, in the same manner and at the same time
as provided to directors of the Company then in office as well as any
documentation distributed to the directors prior to or at any meeting of the
Board or any committees thereof, as applicable, at the time such materials are
distributed to the directors; provided that the Company is notified of
the identity and address of such observer sufficiently in advance of the
distribution of such materials to enable them to be sent to such observer.  The Company may require WCAS, Gougeon and/or
their respective observers to (i) execute and deliver a confidentiality
agreement reasonably acceptable to the Company prior to delivering any
proprietary or confidential information about the Company to WCAS or Gougeon or
their respective observers and (ii) agree to act in accordance with any
securities trading policy of the Company applicable to its directors.  Notwithstanding anything in this Section 4.02
to the contrary, the Board and its committees may exclude such designee from
any part of a Board or committee meeting and to screen such observer from any
Board or committee materials of a written nature, if such exclusion is necessary,
in the reasonable opinion of reputable outside legal counsel to the Company, to
preserve the Company’s attorney-client privilege.


 


SECTION
4.03.      Board
Committees.  From and
after the date hereof, each of WCAS and Gougeon agrees to cause its designees
to the Board, if any, to vote or otherwise give such director’s consent, to the
extent not prohibited by applicable law, the certificate of incorporation or
the bylaws of the Company then in effect, to the creation and maintenance of:


 


(i)            a Compensation Committee of the Board, consisting of
three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom
shall be a Gougeon Designee, if any, and one of whom shall be an Independent
Director, if any, which Compensation Committee shall approve all grants of
stock options or stock awards to employees of the Company, all increases in
compensation of officers of the Company and all other employee benefits
(including, without limitation, vacation policy, benefit plans, company
automobiles and insurance) granted to officers of the Company;


 


16

















 


(ii)           an Audit Committee of the Board, consisting of three
(3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall
be a Gougeon Designee, if any, and one of whom shall be an Independent
Director, if any, which Audit Committee shall review and approve the financial
statements of the Company as audited by the Company’s independent certified
public accountants; and to nominate Independent Directors to serve on the Board
from time to time; provided, however, that the agreement set
forth in this clause (ii) shall cease and be of no effect upon and after the
Company’s initial Public Offering;


 


(iii)          until such time as Gougeon no longer serves on the Board,
a Corporate Development Committee of the Board, consisting of three (3) directors,
one of whom shall be a WCAS Designee, if any, one of whom shall be a Gougeon
Designee, if any, who shall chair the Corporate Development Committee, and one
of whom shall be an Independent Director, if any, which Corporate Development
Committee shall (A) provide guidance and feedback to the Company’s CEO and
conduct, in the first instance, his annual performance review and provide input
to the Board regarding the same, (B) evaluate attainment of personal goals by
the Company’s CEO and review his evaluation of attainment of personal goals by
other executives, and make recommendations to the Compensation Committee of the
Board in respect thereof, (C) provide oversight of human resource functions,
including strategic human resources and succession planning, (D) provide
general oversight of research and development and (E) review in the first
instance the annual strategic plan of management and make recommendations to
the board in regard thereto; and


 


(iv)          any other committee or sub-committee of the Board
that may be mutually deemed by WCAS and Gougeon to be necessary, advisable or
appropriate (including any committee established in connection with the Company’s
initial Public Offering); provided that such committee or sub-committee
consists, to the extent not prohibited by applicable law, of at least one WCAS
Designee, if any, and one Gougeon Designee, if any.


 


In the event that the rules of the Commission or NASDAQ (or any other
securities exchange on which Company Equity Securities are listed) applicable
to the Company limit the number of WCAS Designees or Gougeon Designees, as the
case may be, that can serve on any committee, the parties shall allocate
committee membership among the WCAS Designees and Gougeon Designees in as
equitable a manner as possible, taking into account the relative level of
ownership by the WCAS Stockholders and the Gougeon Stockholders in considering
committee preferences.  Except as may be
required by applicable law, the Board shall not approve any amendment or other
change to the charter of the Corporate Development Committee without the prior
written consent of WCAS and the Gougeon Stockholders.


 


SECTION
4.04.      Reimbursement
of Expenses.  The Company
will pay all out-of-pocket expenses reasonably incurred by any non-employee
director or observer appointed in accordance with Section 4.02 in attending
each meeting of the Board, or any committee thereof.


 


17














 


SECTION 4.05.      Matters to be Voted on by the Board.  In addition to any other approval required by
the Company Pre-IPO Charter, the Company Pre-IPO Bylaws or applicable law, the
Company agrees that, until the effectiveness of the Company IPO Charter and Company
IPO Bylaws, the following matters shall require approval of a majority of the
Board:


 


(i)            approve the annual operating budget of the Company,
modify in any material respect any such budget or take any action that is or is
reasonably likely to be a material variance therefrom;


 


(ii)           approve any Public Offering;


 


(iii)          create or permit to exist any subsidiary of the
Company;


 


(iv)          file for bankruptcy;


 


(v)           approve any joint ventures or other alliances with
an aggregate value in excess of $10,000,000;


 


(vi)          enter into any agreement, contract or understanding
which involves payment by the Corporation in excess of $10,000,000;


 


(vii)         adopt or make a material amendment to any severance
or management equity program;


 


(viii)        any settlement, admission of
liability or other concession arising out of, or related to, the facts and
circumstances discussed in the Frederickson & Byron P.A. Report of
Investigation for AGA Medical Corporation, dated July 13, 2005; provided,
that the Gougeon Designees shall recuse themselves from any such vote;


 


(ix)           approve any of the matters set forth in paragraphs
A.7(b) or (c) of Article Fourth of the Company Pre-IPO Charter that would
require approval of the holders of Series A Preferred Stock and/or Series B
Preferred Stock (as applicable); and


 


(x)            approval of the Company IPO Charter and the Company
IPO Bylaws.


 


SECTION 4.06.      Matters to be Approved by Stockholders.


 


(a)           In
addition to any other approval required by the Company Pre-IPO Charter, Company
Pre-IPO Bylaws or applicable law, the Company agrees that the prior written
approval of each of WCAS (for so long as any WCAS Stockholder holds any Company
Capital Stock) and Gougeon (for so long as any Gougeon Stockholder holds any
Company Capital Stock) shall be necessary to consummate the Company’s initial
Public Offering, including the aggregate number of shares of Common Stock to be
included in such Public Offering and the offering price therefor.


 


(b)           Subject
to Section 4.06(a), each of the Gougeon Stockholders agree to vote or otherwise
give such Stockholder’s consent in respect of all shares of Company Capital
Stock (whether now or hereafter acquired) owned by such Stockholder, and the
Company shall 


 


18

















 


take all necessary
and desirable actions within its control (unless otherwise prohibited by
applicable law), in favor of any transaction or series of transactions
previously approved and submitted by the Board which would result in the sale
of all the Company Capital Stock or all or substantially all of the assets of
the Company (including by way merger, consolidation or otherwise) to one or
more Persons who are not Affiliates of WCAS; provided that (i) each of
the WCAS Stockholders shall have voted or otherwise given such Stockholder’s
consent in respect of all shares of Company Capital Stock (whether now or
hereafter acquired) owned by such Stockholder in favor of such transaction or
series of transactions and (ii) the WCAS Stockholders collectively have not
less than twenty-five percent (25%) of the shares of Common Stock (including
Conversion Shares) that the WCAS Stockholders collectively hold as of the date
hereof.


 


(c)           None
of the WCAS Stockholders shall vote to amend the Pre-IPO Charter or Pre-IPO
Bylaws without the prior written consent of Gougeon; provided, however,
immediately prior to the Company’s initial Public Offering, the Stockholders
each shall vote or otherwise give such Stockholder’s consent in respect of all
shares of Company Capital Stock (whether now or hereafter acquired), owned by
such Stockholder, and the Company shall take, to the extent not prohibited by
applicable law, all necessary and desirable actions within its control, to
adopt the Company IPO Charter and to, in the event that the Board fails to adopt
the Company IPO Bylaws, adopt the Company IPO Bylaws.


 


(d)           For
so long as any WCAS Stockholder holds any Company Capital Stock, Gougeon shall
not, and the Company shall cause AGA to not, agree to any extension of the term
of, or any amendment, supplement, waiver or other modification to, the
Consulting Agreement without the prior written consent of WCAS.


 


ARTICLE V.


 


SUBSCRIPTION
RIGHTS


 


SECTION 5.01.      Grant of Subscription Rights.  The Company hereby grants to each Stockholder
the right to purchase an amount of Company Equity Securities to be issued in
any future Eligible Issuance up to such Stockholder’s Proportionate Percentage
of such Eligible Issuance.


 


19

















 


SECTION 5.02.      Notice of Eligible Issuance.  The Company shall, before issuing any Company
Equity Securities in an Eligible Issuance, give written notice thereof to each
Stockholder.  Such notice shall specify
the Company Equity Securities the Company proposes to issue, the proposed date
of issuance, the consideration that the Company intends to receive therefor and
all other material terms and conditions of such proposed issuance.  For a period of ten (10) Business Days
following the date of such notice, each Stockholder shall be entitled, by
written notice to the Company, to elect to purchase all or any part of such
Stockholder’s Proportionate Percentage of the Company Equity Securities being
sold in the Eligible Issuance; provided, that if two or more securities
shall be proposed to be sold as a “unit” in an Eligible Issuance, any such
election must relate to such unit of securities.  To the extent that elections pursuant to this
Section 5.02 shall not be made with respect to any Company Equity Securities
included in an Eligible Issuance within such ten (10) Business Day period, then
the Company may issue such Company Equity Securities, but only for
consideration not less than, and otherwise on terms no less favorable to the
Company than, those set forth in the Company’s notice and only within ninety
(90) days after the end of such ten (10) Business Day period.  In the event that any such offer is accepted
by one or more Stockholders, the Company shall sell to such Stockholder or
Stockholders, and such Stockholder or Stockholders shall purchase from the Company,
for the consideration and on the terms set forth in the notice as aforesaid,
the securities that such Stockholder or Stockholders shall have elected to
purchase and the Company may sell the balance, if any, of the Company Equity
Securities it proposed to sell in such Eligible Issuance in accordance with the
immediately preceding sentence.


 


ARTICLE VI.


 


INFORMATION
RIGHTS


 


The Company shall provide to each of WCAS and
Gougeon for so long as the WCAS Stockholders (in the case of WCAS) and the
Gougeon Stockholders (in the case of Gougeon) have, in each case, collectively
a Proportionate Percentage of at least five percent (5%), by electronic means
or otherwise, unless otherwise publicly available (a) a final audited balance
of the Company as at the end of the most recent fiscal year and the related
audited consolidated statements of income, cash flow and changes in
stockholders’ equity of the Company for the fiscal year then ended, accompanied
by any notes thereto and the report of the Company’s independent auditors,
within ninety (90) days of the end of each fiscal year of the Company, (b) unaudited
consolidated financial statements (including a balance sheet, statements of
income, cash flow and changes in stockholders’ equity) for each of the
Company’s first three (3) fiscal quarters within forty-five (45) days of the
end of each such quarter, each prepared in accordance with generally accepted
accounting principles, and (c) any other consolidated financial statements and
notices provided to the administrative agent pursuant to the Credit Agreement
(as defined in the Company Pre-IPO Charter). 
Without limiting the foregoing, from and after the date hereof, on
reasonable prior written notice, the Company shall make its representatives
reasonably available to (i) WCAS, for so long as the WCAS Stockholders have
collectively a Proportionate Percentage of at least five percent (5%), and (ii)
Gougeon, if Gougeon is no longer serving as the Chief Executive Officer of the
Company and for so long as the Gougeon Stockholders have collectively a
Proportionate Percentage of at least five percent (5%), in either case, to
discuss the business, results of operations and other matters pertaining to the
Company.  For so long as WCAS and Gougeon
continue to have the rights afforded to them 


 


20

















 


under this Article VI, the
Company may require WCAS and/or Gougeon, as the case may be, to (x) execute and
deliver a confidentiality agreement reasonably acceptable to the Company and (y)
agree to act in accordance with any securities trading policy of the Company
applicable to its directors prior to delivering any proprietary or confidential
information about the Company to WCAS or Gougeon, as applicable.


 


ARTICLE VII.


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION 7.01.      Representations and Warranties by the
Stockholders.  Each Stockholder,
severally and not jointly, represents and warrants to the Company and the other
Stockholders as follows:


 


(a)           The execution, delivery and
performance of this Agreement by such Stockholder will not violate any
provision of applicable law, any order of any court or other agency of
government, the certificate or articles of incorporation, bylaws, operating
agreement, partnership agreement or other organizational documents of such
Stockholder or any provision of any indenture, agreement or other instrument to
which such Stockholder or any of such Stockholder’s properties or assets is
bound, or conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such indenture, agreement or
other instrument.


 


(b)           This Agreement has been duly executed
and delivered by such Stockholder, and, when executed by the other parties
hereto, will constitute the legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.


 


SECTION 7.02.      Representations and Warranties by the
Company.  The Company represents and
warrants to each Stockholder as follows:


 


(a)           The execution, delivery and
performance of this Agreement by the Company will not violate any provision of
applicable law, any order of any court or other agency of government, the
Company Pre-IPO Charter, Company Pre-IPO Bylaws or any provision of any
material indenture, agreement or other instrument to which the Company or any
of its properties or assets is bound, or conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under, any
such indenture, agreement or other instrument.


 


(b)           This Agreement has been duly executed
and delivered by the Company, and, when executed by the other parties hereto,
will constitute the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.


 


21

















 


ARTICLE VIII.


 


MISCELLANEOUS


 


SECTION 8.01.      Severability.  In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or unenforceable,
such illegality, invalidity or unenforceability shall not affect any other
provisions of this Agreement.


 


SECTION 8.02.      Benefits of Agreement.  Nothing expressed by or mentioned in this
Agreement is intended or shall be construed to give any Person other than the
parties hereto, Bank of America, N.A. (for purposes of Section 8.05 only) and
their respective successors and permitted assigns any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the parties
hereto and their respective successors and permitted assigns.  Except as expressly permitted hereby, each
party’s rights and obligations under this Agreement shall not be subject to
assignment or delegation by any party hereto, and any attempted assignment or
delegation in violation hereof shall be null and void ab initio.


 


SECTION 8.03.      Notice of Transfer.  To the extent that any Stockholder shall
Transfer any Company Equity Securities, notice of which Transfer is not
otherwise required to be delivered to the Stockholders hereunder, such
Stockholder shall, within three (3) days following consummation of such
Transfer, deliver notice thereof to the Company and WCAS; provided, however,
following the consummation of the Company’s initial Public Offering, any
Stockholder seeking to Transfer any Company Equity Securities shall notify and
consult with the Coordination Committee prior to effecting such Transfer or
entering into any definitive agreement with respect to such Transfer.


 


SECTION 8.04.      Notices.  Any notice or communication required or
permitted hereunder shall be in writing and shall be delivered personally,
delivered by nationally recognized overnight courier service, sent by certified
or registered mail, postage prepaid, or sent by facsimile (subject to
electronic confirmation of such facsimile transmission).  Any such notice or communication shall be
deemed to have been delivered (i) when delivered, if personally delivered, (ii)
one (1) Business Day after it is deposited with a nationally recognized
overnight courier service, if sent by nationally recognized overnight courier
service, (iii) the day of sending, if sent by facsimile prior to 5:00 p.m. (New
York City time) on any Business Day or the next succeeding Business Day if sent
by facsimile after 5:00 p.m. (New York City time) on any Business Day or on any
day other than a Business Day or (iv) five (5) Business Days after the date of
mailing, if mailed by certified or registered mail, postage prepaid, in each
case, to the following address or facsimile number, or to such other address or
addresses or facsimile number or numbers as such party may subsequently
designate to the other parties by notice given hereunder:


 


if
to the Company, to it at:


 


AGA
Medical Holdings, Inc.


5050
Nathan Lane North


Plymouth,
MN 55442


Facsimile:  (763) 513-9226


 


22

















 


Attention:
Chief Executive Officer


General
Counsel


 


with
a copy to:


 


Welsh,
Carson, Anderson & Stowe IX, L.P.


320
Park Avenue, Suite 2500


New
York, NY 10022


Facsimile:  (212) 893-9559


Attention:  Sean M. Traynor


 


and


 


Franck
L. Gougeon


4729
Annaway Drive


Edina,
MN 55436


Facsimile
(763) 521-7143


 


with
an additional copy to:


 


Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New
York, NY 10017


Facsimile:  (212) 455-2502


Attention:  Kenneth B. Wallach, Esq.


 


and


 


Ropes
& Gray LLP


1211
Avenue of the Americas


New
York, NY 10036


Facsimile:  (646) 728-1513


Attention:  Othon A. Prounis, Esq.


 


and


 


Moss
& Barnett, a Professional Association


90
South Seventh Street, Suite 4800


Minneapolis,
MN 55402


Facsimile:
(612) 877-5999


Attention:  Richard J. Kelber, Esq./Christopher D. Stall,
Esq.


 


if
to any Stockholder, to such Stockholder at the address set forth underneath
such Stockholder’s name on Schedule I hereto.


 


SECTION 8.05.      Entire Agreement; Modification.  This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
among any of the 


 


23

















 


parties hereto with respect to the subject matter hereof, including the
Existing Agreement and any other agreements among the Company and any of its
stockholders providing for rights of such stockholders (in their capacity as
stockholders) with respect to shares of capital stock of the Company (or
AGA).  This Agreement may not be amended
or modified except by an instrument in writing signed by the Company, WCAS and
the Gougeon Stockholders holding not less than a majority of the shares of
Common Stock (including Conversion Shares) held by the Gougeon Stockholders; provided,
that no provision of this Agreement may be modified or amended in a manner
materially adverse to any Stockholder (in its capacity as a Stockholder
hereunder) if such modification or amendment adversely affects such Stockholder
disproportionately relative to the other Stockholders (disregarding for such
purposes differences resulting solely from the amount of Company Equity
Securities held by each Stockholder) except with the written consent of such
adversely and disproportionately effected Stockholder; provided, further,
that Permitted Transferees may be added as parties to this Agreement.  Except as otherwise provided herein, any
waiver of any provision of this Agreement must be in a writing signed by the
party against whom enforcement of such waiver is sought.  The Company, WCAS and the Gougeon
Stockholders further agree not to amend Section 2.01 if such amendment would
have a material adverse effect on the security interest of Bank of America,
N.A. (and the rights attendant thereto) in the shares of Common Stock pledged
to it by the Gougeon LLC without first obtaining the written consent of Bank of
America, N.A.


 


SECTION 8.06.      Covenants Bind Successors and Assigns.  All the covenants, stipulations, promises and
agreements in this Agreement contained by or on behalf of any party shall bind
its successors and permitted assigns, whether so expressed or not.


 


SECTION 8.07.      Duration of Agreement.  This Agreement shall terminate (i) with
respect to the WCAS Stockholders, upon the Transfer by the WCAS Stockholders to
Persons who do not become parties hereto such that the WCAS Stockholders
collectively hold less than 5% of the voting power of the outstanding shares of
Company Capital Stock, (ii) with respect to the Gougeon Stockholders, upon the
Transfer by the Gougeon Stockholders to Persons who do not become parties
hereto such that the Gougeon Stockholders collectively hold less than 5% of the
voting power of the outstanding shares of Company Capital and (iii) with
respect to all the Stockholders, upon any sale of all then issued and
outstanding Company Equity Securities (including by way of merger,
consolidation or otherwise) in exchange for equity securities of a Person who
has registered the class of such equity securities under Section 12 of the
Exchange Act.


 


SECTION 8.08.      Initial Public Offering Expenses.  As soon as practicable following the
consummation of the Company’s initial Public Offering, the Company shall
reimburse each of the Gougeon Stockholders and WCAS for all reasonable fees and
disbursements of their respective legal counsel incurred in connection with the
Company’s initial Public Offering (including in connection with prior efforts
of the Company to effect an initial Public Offering).


 


SECTION 8.09.      Counterparts.  This Agreement may be executed in any number
of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.


 


24














 


SECTION 8.10.      Changes in Common Stock.  If, and as often as, there are any changes in
Common Stock by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization or recapitalization, or by any
other means, the Stockholders and the Company shall cause appropriate
adjustment to be made in the provisions hereof as may be required so that the
rights and privileges granted hereby shall continue with respect to the Common
Stock as so changed.


 


SECTION 8.11.      Governing Law.  This Agreement, the rights of the parties and
all actions, claims or suits arising in whole or in part under or in connection
herewith, will be governed by and construed in accordance with the domestic
substantive laws of the State of Delaware (regardless of the laws that might
otherwise govern under applicable principles or rules of conflicts of law
to the extent such principles or rules are not mandatorily applicable by
statute and would require the application of the laws of another jurisdiction).


 


SECTION 8.12.      Jurisdiction; Venue; Service of Process.


 


(a)           Jurisdiction.  Each party to
this Agreement, by its execution hereof, (i) hereby irrevocably submits to
the exclusive jurisdiction of the state courts of the State of New York or the
United States District Court located in New York County in the State of New
York for the purpose of any action, claims or suit between the parties arising
in whole or in part under or in connection with this Agreement, (ii) hereby
waives to the extent not prohibited by applicable law, and agrees not to
assert, by way of motion, as a defense or otherwise, in any such action, claim
or suit, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that any such action, claim or suit brought in one of the
above-named courts should be dismissed on grounds of forum non
conveniens, should be transferred or removed to any court other than
one of the above-named courts, or should be stayed by reason of the pendency of
some other proceeding in any other court other than one of the above-named
courts, or that this Agreement or the subject matter hereof may not be enforced
in or by such court and (iii) hereby agrees not to commence any such
action, claim or suit other than before one of the above-named courts.  Notwithstanding the previous sentence a party
may commence any action, claim or suit in a court other than the above-named
courts solely for the purpose of enforcing an order or judgment issued by one
of the above-named courts.


 


(b)           Venue.  Each party
agrees that for any action, claim or suit between the parties arising in whole
or in part under or in connection with this Agreement, such party bring
actions, claims and suits only in courts located in New York County in the
State of New York.  Each party further
waives any claim and will not assert that venue should properly lie in any
other location within the selected jurisdiction.


 


(c)           Service of Process.  Each party
hereby (i) consents to service of process in any action, claim or suit
between the parties arising in whole or in part under or in connection with
this Agreement in any manner permitted by New York law, (ii) agrees that
service of process made in accordance with clause (i) or made by
registered or certified mail, return receipt requested, at its address
specified pursuant to Section 8.04, will constitute good and valid service
of process in any such action, claim or suit and (iii) waives and agrees
not to assert (by way of motion, as a defense, or otherwise) in any such
action, claim or suit any claim that service of 


 


25

















 


process made in accordance with clause (i) or (ii) does not
constitute good and valid service of process.


 


SECTION 8.13.      Specific Performance.  Each of the parties acknowledges and agrees
that the other parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached or violated. 
Accordingly, each of the parties agrees that, without posting bond or
other undertaking, the other parties will be entitled to an injunction or
injunctions to prevent breaches or violations of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action, claim or suit instituted in any court of the
United States or any state thereof having jurisdiction over the parties and the
matter in addition to any other remedy to which it may be entitled, at law or
in equity.  Each party further agrees
that, in the event of any action for specific performance in respect of such
breach or violation, it will not assert that the defense that a remedy at law
would be adequate.


 


SECTION 8.14.      WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION
WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE. 
THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN
ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT WILL INSTEAD
BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A
JURY.


 


[Signature Pages to Follow]


 


26

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Third Amended and Restated Stockholders Agreement
to be duly executed as of the day and year first above written.


 


 


	
   

  	
  AGA MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald E. Lund

  
	
   

  	
   

  	
  Name: 

  	
  Ronald E. Lund

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, General Counsel and Secretary

  



 


[Signature
Page to Third Amended and Restated Stockholders Agreement of AGA Medical
Holdings, Inc.]


 

















 


	
   

  	
  WELSH, CARSON, ANDERSON & STOWE IX, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WCAS IX Associates LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean M. Traynor

  
	
   

  	
   

  	
  Name: Sean M. Traynor

  
	
   

  	
   

  	
  Title: Managing Member

  



 


[Signature
Page to Third Amended and Restated Stockholders Agreement of AGA Medical
Holdings, Inc.]


 

















 


	
   

  	
  /s/ Franck L. Gougeon

  
	
   

  	
  Franck L. Gougeon

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOUGEON SHARES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck L. Gougeon

  
	
   

  	
   

  	
  Franck L. Gougeon

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE FRANCK L. GOUGEON REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 28,
  2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck L. Gougeon

  
	
   

  	
   

  	
  Name: Franck L. Gougeon

  
	
   

  	
   

  	
  Title: Trustee

  



 


[Signature
Page to Third Amended and Restated Stockholders Agreement of AGA Medical
Holdings, Inc.]


 














 


SCHEDULE I


 


Schedule
of Stockholders


 


The WCAS
Stockholders:


Welsh,
Carson, Anderson & Stowe IX, L.P.


WCAS
Capital Partners IV, L.P.


Patrick
Welsh TTEE U/A DTD 5/9/05 Patrick Welsh Revocable Trust


Patrick
Welsh 2004 Irrevocable Trust


Russell
L. Carson


Bruce K.
Anderson TTEE U/A DTD 11/9/04 Bruce K. Anderson Living Trust


Bruce K.
Anderson 2004 Irrevocable Trust


Thomas
E. McInerney


Robert A. Minicucci


Anthony J. de Nicola


De
Nicole Holdings LP


Paul B.
Queally


P. Brian
Queally Jr. Educational Trust U/A DTD 6/11/98


Erin F.
Queally Educational Trust U/A DTD 6/11/98


Sean P.
Queally Educational Trust U/A DTD 6/11/98


Jonathan
M. Rather IRA Charles Schwab & Co., Inc. Custodian


Sanjay
Swani


D. Scott
Mackesy


John D.
Clark


James R.
Matthews


John
Almeida, Jr.


Sean M.
Traynor


WCAS
Profit Sharing Plan


Michal
E. Donovan


Eric J.
Lee


Brian T.
Regan


Lucas Garman


David Mintz


Joelle Kayden


WCAS
Profit Sharing Plan


WCAS
Management Corporation


Thomas
Scully


Address
for Notices:


c/o
Welsh Carson Anderson & Stowe


320
Park Avenue, Suite 2500


New
York, NY 10022-6815


Attention:
Sean Traynor


Facsimile:
212-893-9566


 


Lauren
Melkus


Address
for Notices:


2
Fifth Avenue


New
York, NY 10011


Facsimile:
212-921-2290


 


With
a copy to:


Welsh
Carson Anderson & Stowe


 


[Third Amended and Restated Stockholders
Agreement of AGA Medical Holdings, Inc.]


 

















 


320
Park Avenue, Suite 2500


New
York, NY 10022-6815


Attention:
Sean M. Traynor


Facsimile:
212-893-9566


 


Suzanne
Bellet Price


Stacey
Bellet


Address
for Notices:


125
East 72nd Street, Apt. 11-D


New
York, NY 10021


Attention:
Dave Bellet


Facsimile:
212-439-6171


 


With
a copy to:


Welsh
Carson Anderson & Stowe


320
Park Avenue, Suite 2500


New
York, NY 10022-6815


Attention:
Sean M. Traynor


Facsimile:
212-893-9566


 


Select
Global Investors, L.P.


Address
for Notices:


4718
Old Gettysburg Road, Suite 405


Mechanicsburg,
PA 17055


Attention:
Rocco A. Ortenzio


Facsimile:
717-972-1050


 


With
a copy to:


Welsh
Carson Anderson & Stowe


320
Park Avenue, Suite 2500


New
York, NY 10022-6815


Attention:
Sean M. Traynor


Facsimile:
212-893-9566


 


Jeffrey
Jay


Address
for Notices:


c/o
Great Point Partners, LLC


165
Mason Street, 3rd Floor


Greenwich,
CT 06830


Attention:
Jeffrey Jay


Facsimile:
203-971-3320


 


With
a copy to:


Welsh
Carson Anderson & Stowe


320
Park Avenue, Suite 2500


New
York, NY 10022-6815


Attention:
Sean M. Traynor


Facsimile:
212-893-9566


 


The
Gougeon Stockholders:


Franck
L. Gougeon

Gougeon Shares, LLC

The Franck L. Gougeon Revocable Trust


Address
for Notices:


4729
Annaway Drive

Edina, MN 55436

Facsimile number: 763-521-7143