X0202 4 2006-05-22 0 0001350620 Restore Medical, Inc. REST 0001243513 KNUDSON MARK B 2800 PATTON ROAD ST. PAUL MN 55113 1 0 0 0 Common Stock 2006-05-22 4 C 0 5174 A 5174 D Common Stock 2006-05-22 4 C 0 2011 A 7185 D Common Stock 2006-05-22 4 C 0 417595 A 1167595 I Venturi I, LLC Common Stock 2006-05-22 4 C 0 169357 A 1336952 I Venturi I, LLC Common Stock 2006-05-22 4 C 0 223189 A 1560141 I Venturi I, LLC Warrant (right to buy) 0.02 2003-12-09 Common Stock 410 410 D Series B Convertible Preferred Stock 2006-05-22 4 C 0 9166 0.00 D Common Stock 5174 0 D Series C-1 Convertible Preferred Stock 2006-05-22 4 C 0 2671 0.00 D Common Stock 2011 0 D Warrants (right to buy) 0.02 2003-12-09 Common Stock 42165 42165 I Venturi I, LLC Series A Convertible Preferred Stock 2006-05-22 4 C 0 750000 0.00 D Common Stock 417595 0 I Venturi I, LLC Series B Convertible Preferred Stock 2006-05-22 4 C 0 299999 0.00 D Common Stock 169357 0 I Venturi I, LLC Series C-1 Convertible Preferred Stock 2006-05-22 4 C 0 296450 0.00 D Common Stock 223189 0 I Venturi I, LLC Stock Option (right to buy) 8.00 2016-05-16 Common Stock 25000 25000 D Stock Option (right to buy) 8.00 2016-05-16 Common Stock 5000 5000 D Stock Option (right to buy) 1.10 2000-06-12 2010-06-12 Common Stock 40000 4000 D Each share of Series B Convertible Stock converted automatically into shares of Common Stock on a 0.5645 for 1 basis upon the closing of the Issuer's initial public offering on May 22, 2006. Each share of the Series C-1 Convertible Preferred Stock converted automactically into shares of Common Stock on a 0.7529 for 1 basis upon the closing of the Issuer's initial public offering on May 22, 2006. Represents shares benefically held by Venturi I, LLC. Each share of Series A Convertible Stock has converted automatically into shares of Common Stock on a 0.5568 for 1 basis upon the closing of the Issuer's initial public offering on May 22, 2006. Dr. Knudson is a member of Venturi I, LLC. Dr. Knudson disclaims beneficial ownership of the shares by Venturi, LLC except the extent of his proportionate pecuniary interest therein. Represents shares benefically held by Venturi I, LLC. Each share of the Series B Convertible Preferred Stock has converted automatically into approximately 0.5645 shares of common stock upon the closing of the issuer's initial public offering on May 22, 2006. Represents shares benefically held by Venturi I, LLC. Each share of the Series C-1 Convertible Preferred Stock has converted automatically into approximately 0.7529 shares of common stock upon the closing of the Issuer's initial public offering on May 22, 2006. This warrant expires on the eariler of (a) June 16, 2011 and (b) the closing of (i) any consolidation or merger of Restore Medical with or into another entity unless the holders immediatel prior to such transaction continue to hold 50% of the voting power after such transaction or (ii) the sale, transfer or other disposition of all or substantially all of the assets of Restore Medical. Each share of the Series B Convertible Preferred Stock converted automatically into shares of common stock on a 0.5568 for 1 basis on May 22, 2006. These securities are preferred stock of Restore Medical, Inc. and do not have an expiration date. These securities automatically convertd into shares of common stock upon the closing of Restore Medical's initial public offering on May 22, 2006. Each share of the Series A Convertible Preferred Stock converted automatically into shares of Common Stock on a 0.5568 for 1 basis upon the closing of the Issuer's intial public offering on May 22, 2006. 100% exercisable on the one year anniversary of the date of the grant. /s/ Christopher Geyen Power of Attorney for Mark Knudson 2006-05-24