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Exhibit
10.2
CAMBRIDGE HEART,
INC.
Amendment No. 1
to
Amended and Restated
Voting Agreement
This Amendment No. 1 to
the Amended and Restated Voting Agreement (the “Restated
Voting Agreement”) is made and entered into as of this
19 th day
of May, 2008, by and between Cambridge Heart, Inc. , a
Delaware corporation (the “Company”), and Robert
Khederian (the “Stockholder”).
WHEREAS , the Company
and the Stockholder are parties to that certain Amended and
Restated Voting Agreement dated as of December 14, 2007 (the
“Agreement”) pursuant to which the Stockholder agreed,
among other things, to vote all of this shares of Series A
Convertible Preferred Stock of the Company (the “Series A
Stock”) so as to elect up to three individuals that are
nominated or recommended for election as Series A Stock directors
by a majority of the Board of Directors, provided that the
individuals meet certain qualifications set forth in the Restated
Voting Agreement;
WHEREAS , the Company
and the Stockholder desire that the Company enter into a certain
Settlement Agreement by and among the Company, AFB Fund, LLC
(“AFB”), Louis Blumberg and Laurence Blumberg (the
“Settlement Agreement”); and the Company and the
Stockholder desire to elect Louis Blumberg to serve as a director
of the Company;
WHEREAS , concurrently
with the execution of the Settlement Agreement by the Company and
AFB, AFB and the Stockholder, acting individually and not in his
capacity as Chairman of the Board of the Company, will enter into
an agreement (the “AFB Voting Agreement”) with respect
to (1) the nomination by AFB and the Stockholder of an
individual to be elected by the holders of Series A Stock to serve
as a director of the Company, and (2) the election by the
Stockholder, as the majority holder of Series A Stock, of such
individual;
WHEREAS , as a
condition to the Company’s execution of the Settlement
Agreement, the Company and the Stockholder desire to amend the
Restated Voting Agreement as set forth herein; and
WHEREAS , this
Amendment has been approved by a majority of the Board of Directors
of the Company
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