0001019687-10-004520 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 23rd, 2010 • CPC of America Inc • Surgical & medical instruments & apparatus • California

This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2010 by and between CPC of America, Inc., a Nevada corporation (the “Company”), and Ascendiant Capital Group, LLC, a Nevada limited liability company (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2010 • CPC of America Inc • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Purchaser (the “Purchase Agreement”).

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