Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 12, 2003, by
and among Cambridge Heart, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), and the undersigned (together with their
affiliates, the "Initial Investors").
WHEREAS:
A.
IN CONNECTION WITH THE SECURITIES PURCHASE
AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE COMPANY AND THE INITIAL
INVESTORS (THE "SECURITIES PURCHASE AGREEMENT"), THE COMPANY HAS AGREED, UPON
THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED THEREIN, TO ISSUE AND SELL TO
THE INITIAL INVESTORS (I) SHARES OF THE COMPANY'S SERIES A CONVERTIBLE PREFERRED
STOCK, PAR VALUE $.001 PER SHARE (THE "SERIES A PREFERRED"), AND (II) WARRANTS
(THE "WARRANTS") TO ACQUIRE SHARES OF SERIES A PREFERRED.
B.
TO INDUCE THE INITIAL INVESTORS TO
EXECUTE AND DELIVER THE SECURITIES PURCHASE AGREEMENT, THE COMPANY HAS AGREED TO
PROVIDE CERTAIN REGISTRATION RIGHTS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, OR ANY SIMILAR SUCCESSOR
STATUTE (COLLECTIVELY, THE "SECURITIES ACT"), AND APPLICABLE STATE SECURITIES
LAWS.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial
Investors hereby agree as follows:
1.
DEFINITIONS.
(A)
AS USED IN THIS AGREEMENT, THE FOLLOWING
TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(I)
"INVESTORS" MEANS THE INITIAL INVESTORS AND ANY TRANSFEREES OR
ASSIGNEES WHO AGREE TO BECOME BOUND BY THE PROVISIONS OF THIS AGREEMENT IN
ACCORDANCE WITH SECTION 9 HEREOF.
(II)
"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT OR
STATEMENTS IN COMPLIANCE WITH THE SECURITIES ACT AND PURSUANT TO RULE 415 UNDER
THE SECURITIES ACT OR ANY SUCCESSOR RULE PROVIDING FOR OFFERING SECURITIES ON A
CONTINUOUS BASIS ("RULE 415"), AND THE DECLARATION OR ORDERING OF EFFECTIVENESS
OF SUCH REGISTRATION STATEMENT BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC").
(III)
"REGISTRABLE SECURITIES" MEANS (A) THE COMPANY'S COMMON STOCK,
PAR VALUE $.001 PER SHARE (THE "COMMON STOCK") ISSUABLE UPON CONVERSION OF THE
SERIES A PREFERRED PURCHASED BY THE INITIAL INVESTORS OR THEIR ASSIGNEES AT THE
CLOSING (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT), (B) THE COMMON STOCK
ISSUABLE UPON CONVERSION OF THE SERIES
A Preferred issuable upon exercise of or otherwise pursuant to the Warrants, or
(C) any shares of capital stock issued or issuable, from time to time (with any
adjustments), as a distribution on or in exchange for or otherwise with respect
to any of the foregoing.
(IV)
"REGISTRATION STATEMENT" MEANS A REGISTRATION STATEMENT OF THE
COMPANY UNDER THE SECURITIES ACT.
(B)
CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT.
2.
REGISTRATION.
(A)
MANDATORY REGISTRATION.
THE COMPANY SHALL PREPARE PROMPTLY AND
FILE WITH THE SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THIRTY (30)
DAYS FROM THE DATE HEREOF (THE "FILING DATE") A REGISTRATION STATEMENT