Waiver to Investors' Rights Agreement between Restore Medical Inc. and Major Investors (March 30, 2005)

Exhibit 4.4

March 30, 2005

Ms. Paula J. Norbom
Vice President, Finance
Restore Medical Inc.
2800 Patton Road
St. Paul, MN 55113

     Re:       Delivery of Audited Financial Statements

Dear Ms. Norbom:

     Reference is made to that certain Investors’ Rights Agreement dated as of January 28, 2004, as amended by that certain First Amendment to Investors’ Rights Agreement dated as of March 17, 2005 (as further amended, restated, modified or supplemented from time to time, the “Investors’ Rights Agreement ”) by and among Restore Medical Inc., a Delaware corporation (f/k/a Restore Medical, Inc., a Minnesota corporation) (the “Company”), the investors and other stockholders of the Company listed on Schedule A thereto (the “Investors”) and the holders of the Company’s capital stock listed on Schedule B thereto (the “Founders”). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Investors’ Rights Agreement.

     Under Section 2.1 (a) of the Investors’ Rights Agreement, the Company agreed to deliver to each Major Investor as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, in each case audited and certified by independent public accountants of nationally recognized standing selected by the Company. The failure by the Company to deliver audited financial statements within 90 days following the end of each fiscal year would constitute a breach of the covenant set forth in Section 2.1 (a) of the Investors’ Rights Agreement.

     Please be advised that the undersigned Investors hereby waive the requirement to deliver audited financial statements to the Major Investors within 90 days following the end of each fiscal year of the Company, including with respect to the fiscal year ended December 31, 2004 and each year thereafter, on the condition that the Company shall deliver to the Major Investors the financial statements required under Section 2.1(a) of the Investors’ Rights Agreement as soon as practicable, and in any event no later than 120 days following the end of each fiscal year of the Company. The foregoing waiver is expressly conditioned on the Company’s compliance with the condition set forth in the preceding sentence.

     This waiver is specific in intent and does not constitute, nor should it be construed as, a waiver of any default, whether retroactively or prospectively, of any other term or provision of the Investors’ Rights Agreement.

     This waiver may be signed by facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This waiver shall not be effective until signed by the Company, the holders of a majority of the Registrable Securities that are held by Major Investors, and the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock.

		Very truly yours,
		MPM BIOVENTURES II, LP
		By:		MPM Asset Management II, L.P., its General Partner
		By:		MPM Asset Management II, LLC, its General Partner

		By:		/s/ Luke Evnin
				Name: Luke Evnin
				Title:

		MPM BIOVENTURES II-QP, L.P.
		By:		MPM Asset Management II, L.P., its General Partner
		By:		MPM Asset Management II, LLC, its General Partner

		By:		/s/ Luke Evnin
				Name: Luke Evnin
				Title:

		MPM BIOVENTURES GMBH & CO PARALLEL-BETEILIGUNGS KG
		By:		MPM Asset Management II, L.P., its General Partner
		By:		MPM Asset Management II, LLC, its General Partner

		By:		/s/ Luke Evnin
				Name: Luke Evnin
				Title:
		MPM ASSET MANAGEMENT INVESTORS 2000B LLC
		By:		/s/ Luke Evnin
				Name: Luke Evnin
				Title:

		BESSEMER VENTURE PARTNERS VI L.P.
		By:		Deer & Co. LLC, General Partner/Managing Member

		By:		/s/ J. Edmund Colloton
				Name: J. Edmund Colloton
				Title: Executive Manager

		TH LEE, PUTNAM INVESTMENT TRUST — TH LEE, PUTNAM EMERGING OPPORTUNITIES PORTFOLIO
		By:		TH Lee, Putnam Capital Management, LLC

		By:		/s/ Robert R. Leveille
				Name: Robert R. Leveille
				Title: Senior Vice President

		GENERAL ELECTRIC PENSION TRUST
		By:		GE Asset Management Incorporated, its Investment Manager

		By:		/s/ Patrick J. McNeela
				Name: Patrick J. McNeela
				Title: Vice President

		NGEN ENABLING TECHNOLOGIES FUND, L.P.
		By:		/s/ Peter Grubstein
				Name: Peter Grubstein
				Title: Managing Member
		STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR THE DUPONT PENSION TRUST
		By:
				Name:
				Title:

		WILTON PRIVATE EQUITY FUND, LLC
		By:		Wilton Asset Management, L.L.C., its Manager

		By:
				Name:
				Title:

		CLS I-IV, LLC
		By:		/s/ A. Barr Dolan
				Name: A. Barr Dolan
				Title:
		VENTURI I, LLC
		By:		/s/ Mark B. Knudson
				Mark B. Knudson
				Chairman