0001016193-05-000115 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2005, among (i) Viking Systems, Inc., a Nevada corporation (“Viking”), (ii) St. Cloud Capital Partners, L.P., a Delaware limited partnership (“St. Cloud”), as “Lead Lender” and “Collateral Agent” and (iii) St. Cloud, Donald Tucker, and any other Person signing the signature page of this Agreement as an Investor or that becomes an Investor after the date hereof in accordance with this Agreement (collectively, the “Investors”).

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SECURITY AGREEMENT dated as of August 12, 2005 among VIKING SYSTEMS, INC. and ST. CLOUD CAPITAL PARTNERS, L.P., as Collateral Agent
Security Agreement • December 15th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California

This SECURITY AGREEMENT, dated as of August 12, 2005 (this “Agreement”), among Viking Systems, Inc., a Nevada corporation (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, L.P., acting in the capacity of agent for the benefit of the Investors (the “Collateral Agent”).

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