ContractSecurities Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
FORM OF DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
DEBT CONVERSION AGREEMENT, dated effective the 29th day of March, 2005, by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Lender”).
Tower Finance, Ltd. Stephen-R.-Barker, ConsultantFinder Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2005, among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
March 21, 2005 Pamela L. Rockley Chief Operating OfficerPlacement Agent Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
December 21, 2004 Marc P. Flores MedicalCV, Inc. Inver Grove Heights, MN 55077 Dear Mr. Flores:Placement Agent Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Connecticut
This letter confirms the terms upon which MedicalCV, a Minnesota Corporation (the “Company”) engages J Giordano Securities Group (“JGSG”) to act as placement agent in connection with the private placement (the “Private Placement”) defined herein. Giordano is a validly registered or licensed broker-dealer, duly authorized to act as an agent in the sales of securities issued under federal and a state securities laws and regulations and it is a member in good standing of the NASD.
