ArthroCare Corporation 7500 Rialto Blvd., Building Two
EXHIBIT 10.53
EXECUTION VERSION
ArthroCare Corporation
7500 Rialto Blvd., Building Two
Suite 100
Austin, Texas 78735
September 1, 2009
OEP AC Holdings, LLC
c/o One Equity Partners III, L.P.
320 Park Avenue, 18th Floor
New York, New York 10022
Attn: Gregory A. Belinfanti and Christian Ahrens
Greg and Chris:
Reference is hereby made to the Securities Purchase Agreement dated as of August 14, 2009 (the Purchase Agreement), between ArthroCare Corporation, a Delaware corporation (the Company), and OEP AC Holdings, LLC, a Delaware limited liability company (the Investor). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
From and after the Closing, in the event that the Investor does not at any time have a voting representative sitting on the audit committee of the Companys Board of Directors (the Audit Committee), the Investor shall have the right to designate one Preferred Director (the Audit Committee Observer) to attend each meeting of the Audit Committee and to participate in all discussions during each such meeting. The Company shall provide to the Audit Committee Observer copies of any and all notices, written materials and other information (including without limitation advance notice of any committee meetings) at the time and in the manner as they are provided to members of the Audit Committee in their capacity as such, whether or not the Audit Committee Observer attends such meetings.
This letter agreement is effective from and after the Closing and will terminate on the date upon which the Investor is no longer entitled to elect a Preferred Director in accordance with Section 9(b) of the Certificate of Designations or to designate for nomination a director in accordance with Section 11.3 of the Purchase Agreement.
This letter agreement shall be governed by and interpreted and enforced in accordance with the terms of the Purchase Agreement.
This letter agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format (i.e., PDF), each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
[Signature page follows]
[Signature page to Letter Agreement]
Very truly yours, | ||
ARTHROCARE CORPORATION | ||
By: | /s/ David Fitzgerald | |
Name: David Fitzgerald | ||
Title: Acting President and Chief Executive Officer |
Acknowledged and Agreed as of the Date First Above Written | ||
OEP AC HOLDINGS, LLC | ||
By: | /s/ Christian Ahrens | |
Name: Christian Ahrens | ||
Title: Vice President and Treasurer |