0001104659-05-062399 Sample Contracts

PREFERRED STOCK ACQUISITION AGREEMENT
Preferred Stock Acquisition Agreement • December 22nd, 2005 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York

PREFERRED STOCK ACQUISITION AGREEMENT made and entered into this day of December, 2005, by and between MedicalCV, Inc., a Minnesota corporation (the “Company”) and the undersigned Holder (“Holder”) of the Company’s 5% Series A Convertible Preferred Stock (the “Preferred Stock”).

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2005 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York

AMENDMENT NO. 1, effective December , 2005 to that certain Securities Purchase Agreement, dated as of March 31, 2005, by and among MEDICALCV, INC., a Minnesota corporation (the “Company”) and the investors identified therein on the signature pages thereto (each and “Investor” and, collectively, the “Investors”).

MEDICALCV, INC. AMENDMENT NO. 1 TO WARRANT
Medicalcv Inc • December 22nd, 2005 • Surgical & medical instruments & apparatus

AMENDMENT NO. 1, effective December , 2005, to that certain Warrant issued April 1, 2005, by and between MEDICALCV, INC., a Minnesota corporation (the “Company”) and the undersigned Holder of the Warrant.

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