Joinder Agreement and First Amendment to Securities Purchase Agreement by Micro Therapeutics, Inc. and Additional Investors

Summary

This agreement, dated September 30, 2002, is between Micro Therapeutics, Inc. and several new investors. It amends a previous Securities Purchase Agreement to add these new investors as parties, making them subject to the same terms as the original agreement. The amendment also updates the schedules listing the investors and the number of shares each will purchase. All other terms of the original agreement remain unchanged. The agreement is governed by Delaware law.

EX-2.1.1 3 dex211.txt JOINDER AGREEMENT EXHIBIT 2.1.1 JOINDER AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS JOINDER AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") is made and entered into as of this 30/th/ day of September, 2002, by and among Micro Therapeutics, Inc, a Delaware corporation (the "Company") and those persons or entities set forth on Schedule A attached hereto (each an "Additional Investor" and collectively, the "Additional Investors"). W I T N E S S E T H WHEREAS, on September 3, 2002, the Company and Micro Investment, LLC, a Delaware limited liability company ("Micro LLC"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"; capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement) pursuant to which Micro LLC agreed to purchase certain shares of Common Stock; and WHEREAS, subject to the terms and conditions specified in the Securities Purchase Agreement, Section 8.6 thereof provides that the Securities Purchase Agreement may be amended by the Company to include additional purchasers of Shares as "Investors" thereunder; and WHEREAS, the Company wishes to amend the Securities Purchase Agreement in the manner set forth below. NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows. 1. Joinder of Parties. By executing and delivering this Amendment, each Additional Investor, severally and not jointly, hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Securities Purchase Agreement, as an Investor thereunder. 2. Amendment to Schedule 1.1(a) and Schedule 1.1(b). Schedule 1.1(a) and Schedule 1.1(b) of the Securities Purchase Agreement are hereby amended in their entirety to conform to Schedule 1.1(a) and Schedule 1.1(b) hereto. 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 4. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Securities Purchase Agreement shall remain in full force and effect in accordance with their respective terms. 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any contrary result otherwise required by conflict or choice of law rules. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. MICRO THERAPEUTICS, INC. By: /s/ Thomas Wilder --------------------------------- Name: Thomas Wilder, III Title: President INVESTORS: SPECIAL SITUATIONS FUND III, L.P. By: /s/ David Greenhouse --------------------------------- Name: David Greenhouse Title: Managing Director SPECIAL SITUATIONS CAYMAN FUND, L.P. By: /s/ David Greenhouse --------------------------------- Name: David Greenhouse Title: Managing Director /s/ Kim Blickenstaff -------------------------------------- Kim Blickenstaff /s/ Harold Hurwitz -------------------------------------- Harold Hurwitz /s/ William McLain -------------------------------------- William McLain /s/ Karen Davis -------------------------------------- Karen Davis 2 Schedule A Schedule of Additional Investors Special Situations Fund III, L.P. Special Situations Cayman Fund, L.P. Kim Blickenstaff Harold Hurwitz William McLain Karen Davis 3 Schedule 1.1(a) First Closing Investor Name and Address Number of Shares - ------------------------- ---------------- Micro Investment, LLC 3,969,075 c/o Warburg, Pincus Equity Partners, L.P. 466 Lexington Avenue New York, NY 10017 Facsimile: (212) 716-5068 Attention: Elizabeth H. Weatherman Special Situations Fund III, L.P. 49,691 153 East 53/rd/ Street Floor 55 New York, NY 10022 Facsimile: Attention: Special Situations Cayman Fund, L.P. 16,564 153 East 53/rd/ Street Floor 55 New York, NY 10022 Facsimile: Attention: Kim Blickenstaff 13,521 Harold Hurwitz 3,380 William McLain 2,816 Karen Davis 1,352 Total 4,056,399 4 Schedule 1.1(b) Second Closing Investor Name and Address Number of Shares - ------------------------- ---------------- Micro Investment, LLC 10,123,181 c/o Warburg, Pincus Equity Partners, L.P. 466 Lexington Avenue New York, NY 10017 Facsimile: (212) 716-5068 Attention: Elizabeth H. Weatherman Special Situations Fund III, L.P. 126,737 153 East 53/rd/ Street Floor 55 New York, NY 10022 Facsimile: Attention: Special Situations Cayman Fund, L.P. 42,246 153 East 53/rd/ Street Floor 55 New York, NY 10022 Facsimile: Attention: Kim Blickenstaff 34,486 Harold Hurwitz 8,622 William McLain 7,184 Karen Davis 3,449 Total 10,345,905 5