0001019687-10-000056 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 7th, 2010 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of January 7, 2010, by and between Viking Systems, Inc., a corporation organized under the laws of Delaware, USA with its principal executive office at 134 Flanders Road, Westborough, MA 01581 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • January 7th, 2010 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 7, 2010 by and between Viking Systems, Inc., a Delaware corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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