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Exhibit
10.1
CAMBRIDGE HEART,
INC.
Amendment No. 2
to
Amended and Restated
Voting Agreement
This Amendment No. 2 to
the Amended and Restated Voting Agreement (this “Amendment
No. 2”) is made and entered into effective as of the
31st 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
“Restated Voting Agreement”), as amended by Amendment
No. 1 dated May 19, 2008, 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
Stockholder and AFB Fund, LLC have indicated their desire to
nominate and have Jeffrey Wiggins elected to serve as a director of
the Company; and the Board of Directors has agreed to expand the
size of the Board of Directors from 8 to 9 directors and to elect
Mr. Wiggins to serve as a director, provided that the Restated
Voting Agreement is amended as provided in this Amendment
No. 2; and
WHEREAS , this
Amendment No. 2 has been approved by a majority of the Board
of Directors of the Company in accordance with Section 3.4 of
the Restated Voting Agreement.
NOW, THEREFORE , in
consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 1.2 of
the Restated Voting Agreement is hereby deleted in its entirety and
replaced with the following:
1.2 Election of Series A
Directors. At any meeting held for the purpose of e
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