0001104659-12-007856 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 8th, 2012 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 6, 2012, is made by and among SUNSHINE HEART, INC., a Delaware corporation, with its principal offices at 12988 Valley View Road, Eden Prairie, Minnesota 55344 (the “Company”), and the investors (individually, a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached hereto as EXHIBIT A (the “Schedule of Purchasers”).

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SUNSHINE HEART, INC. WARRANT TO PURCHASE COMMON STOCK
Securities Agreement • February 8th, 2012 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated February 6, 2012, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”

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