ABIOMED Stock will constitute "restricted securities" within the meaning of
Rule 144 promulgated under the Securities Act and that, as such, such shares of
ABIOMED Stock must be held indefinitely unless they are subsequently registered
under the Securities Act or unless an exemption from the registration
requirements thereof is available.
(II)
SUCH STOCKHOLDER IS ACQUIRING THE SHARES OF ABIOMED STOCK TO BE
RECEIVED BY IT PURSUANT TO THE PURCHASE AGREEMENT FOR ITS OWN ACCOUNT FOR
INVESTMENT AND NOT FOR, WITH A VIEW TO OR IN CONNECTION WITH ANY RESALE OR
DISTRIBUTION THEREOF IN A MANNER THAT VIOLATES THE SECURITIES ACT OR ANY OTHER
APPLICABLE SECURITIES LAWS.
(III)
SUCH STOCKHOLDER BY REASON OF ITS BUSINESS AND FINANCIAL
EXPERIENCE, AND THE BUSINESS AND FINANCIAL EXPERIENCE OF THOSE PERSONS RETAINED
BY SUCH STOCKHOLDER TO ADVISE IT WITH RESPECT TO ITS INVESTMENT IN THE SHARES OF
ABIOMED STOCK TO BE RECEIVED BY IT HEREUNDER, HAS SUCH KNOWLEDGE, SOPHISTICATION
AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT, AND IS ABLE TO BEAR THE
ECONOMIC RISK OF SUCH INVESTMENT AND IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH
INVESTMENT.
SUCH STOCKHOLDER ACKNOWLEDGES AND UNDERSTANDS THAT ABIOMED'S
FILINGS WITH THE SEC ARE PUBLICLY AVAILABLE FOR REVIEW VIA THE SEC'S EDGAR
WEBSITE.
SUCH STOCKHOLDER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 PROMULGATED UNDER THE SECURITIES ACT.
(B)
EXCEPT AS SET FORTH IN SCHEDULE I, EACH STOCKHOLDER WHOSE ADDRESS
LISTED ON SCHEDULE I IS LOCATED OUTSIDE THE UNITED STATES FURTHER REPRESENTS AND
WARRANTS TO ABIOMED AS FOLLOWS:
(I)
IF SUCH STOCKHOLDER IS AN INDIVIDUAL, THE ADDRESS FOR SUCH
STOCKHOLDER SET FORTH ON SCHEDULE I IS THE TRUE JURISDICTION OF CITIZENSHIP,
RESIDENCE AND DOMICILE OF SUCH STOCKHOLDER, AND SUCH STOCKHOLDER HAS NO PRESENT
INTENTION OF BECOMING A CITIZEN, RESIDENT OR DOMICILIARY OF ANY OTHER STATE OR
JURISDICTION.
IF A CORPORATION, TRUST, PARTNERSHIP OR OTHER ENTITY, SUCH
STOCKHOLDER WAS ORGANIZED UNDER THE LAWS OF THE JURISDICTION OF ITS PRINCIPAL
PLACE OF BUSINESS AND HAS ITS PRINCIPAL PLACE OF BUSINESS AT THE ADDRESS SET
FORTH FOR SUCH STOCKHOLDER ON SCHEDULE I.
(II)
SUCH STOCKHOLDER, IF AN INDIVIDUAL, WAS PRESENT IN THE UNITED
STATES DURING THE CURRENT YEAR AND THE TWO PRECEDING CALENDAR YEARS FOR LESS
THAN 183 DAYS IN EACH YEAR.
(III)
NO OFFER OF THE ABIOMED STOCK WAS MADE TO SUCH STOCKHOLDER IN THE
UNITED STATES.
(IV)
AT THE TIME SUCH STOCKHOLDER EXECUTED THIS AGREEMENT, SUCH
STOCKHOLDER WAS LOCATED OUTSIDE THE UNITED STATES.
(V)
SUCH STOCKHOLDER IS NOT A U.S. PERSON AND IS NOT ACQUIRING ABIOMED
STOCK HEREUNDER FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.
(VI)
SUCH STOCKHOLDER AGREES TO RESELL THE ABIOMED STOCK TO BE ACQUIRED
HEREUNDER ONLY IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE
SECURITIES ACT,
11
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
THE UNDERSIGNED ALSO
AGREES NOT TO ENGAGE IN HEDGING