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(i) WorldHeart will issue approximately 300,000,000 common shares for anaggregate purchase price of no less than US$30,000,000 (the "Issuance"). AtClosing, Venrock will invest an aggregate of approximately $10,000,000 and SSFwill invest an aggregate of approximately $9,000,000 and other investors arein discussions to invest the remainder (such other investors, together withVenrock and SSF, the "Investors");
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(ii) Contingent on and simultaneous with the closing of the Issuance,Abiomed has agreed to convert the full amount of principal and interest owedon the US$5,000,000 8% Secured Convertible Promissory Note (the "Note")issued to Abiomed by WorldHeart and WHI into 86,000,000 common shares ofWorldHeart (the "Conversion"). The Note is currently secured by a securityinterest in all of the assets of WorldHeart and WHI. In connection with theConversion, Abiomed has also agreed to terminate the warrant it holds topurchase 3,400,000 common shares of WorldHeart, and to forgive other amountsowed to Abiomed by WorldHeart; and
(iii) Venrock and SSF have agreed to provide WorldHeart with a bridge loanfacility (the "Bridge Facility") under which WorldHeart may borrow up toUS$1,000,000 until the closing of the Issuance and the Conversion.
Conditions to Closing
The Issuance and the Conversion are subject to certain customaryconditions to closing, including the investment of no less than an aggregateof US$30,000,000 by the Investors and the absence of certain material adversechanges. We expect that the closing of the Issuance and the Conversion (the"Closing") will occur on or about July 31, 2008, although no assurances can begiven when the conditions to Closing will be satisfied, if at all. In theevent that the Issuance and the Conversion are not consummated by August 31,2008, Abiomed and each of the Investors have the right to terminate theirobligations under the Recapitalization Agreement.
Reverse Stock Split
The Recapitalization Agreement also provides that WorldHeart shall takeall action necessary to call a meeting of its shareholders to approve aconsolidation of its common shares (the "Reverse Split") for the purpose ofseeking to comply with the $1.00 minimum bid price requirement of the NasdaqCapital Market.
Investor Board Nominees
The Recapitalization Agreement further provides that each of Abiomed,Venrock and SSF will have the right to designate one person for election tothe Board of Directors of WorldHeart, so long as each remains the beneficialowner of at least 5% of the outstanding common shares of WorldHeart. Abiomedwill also have the right to designate an observer to attend meetings of theBoard of Directors at any time it does not have a designee on the Board ofDirectors. If Abiomed has not nominated a director on or prior to the secondanniversary of the Closing, the rights of Abiomed to nominate a director or toappoint an observer will terminate. All of Abiomed's rights with respect toBoard of Directors of WorldHeart will terminate on the fifth anniversary ofthe Closing. WorldHeart currently has a Board of Directors consisting of fourdirectors. In addition, pursuant to existing agreements, currently SSF, onbehalf of certain investors, has the right to nominate two directors, Maverickhas the
