Exhibit 10.11

 

SUNSHINE HEART, INC.

 

FIRST AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 29, 2011, by and among SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as EXHIBIT A (collectively, the “Purchasers” and each, without distinction, a “Purchaser”).

 

RECITALS

 

WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase Agreement dated July 21, 2011 (the “Securities Purchase Agreement”); and

 

WHEREAS, pursuant to Section 9(e) of the Securities Purchase Agreement, the Company and the Purchasers desire to amend the Securities Purchase Agreement as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

1.             AMENDMENT TO SECTION 1(D). The first sentence of Section 1(d) of the Securities Purchase Agreement is hereby amended such that “August 31, 2011” shall be deleted in its entirety and replaced with “September 16, 2011”.  The Purchasers hereby ratify and confirm all previous action taken by the Company under the Securities Purchase Agreement.

 

2.             LIMITED MODIFICATION.  Except to the extent amended or modified herein, all provisions of the Securities Purchase Agreement remain in full force and effect.

 

3.             COUNTERPARTS.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

 

SIGNATURES ON THE FOLLOWING PAGE

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   COMPANY:
    	
 
    
	
 
    	
 
    
	
SUNSHINE   HEART, INC.
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   Jeffrey S. Mathiesen
    	
 
    
	
Name:
    	
Jeffrey   S. Mathiesen
    	
 
    
	
Title:
    	
Chief   Financial Officer
    	
 
    
				


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   PURCHASERS:
    	
 
    
	
 
    	
 
    
	
DAFNA   LIFESCIENCE MARKET
    	
 
    
	
NEUTRAL   LTD.
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   David Fischel
    	
 
    
	
Name:
    	
David   Fischel
    	
 
    
	
Title:
    	
Principal
    	
 
    
				


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   PURCHASERS:
    	
 
    
	
 
    	
 
    
	
DAFNA   LIFESCIENCE LTD.
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   David Fischel
    	
 
    
	
Name:
    	
David   Fischel
    	
 
    
	
Title:
    	
Principal
    	
 
    
				


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   PURCHASERS:
    	
 
    
	
 
    	
 
    
	
NEW   EMERGING MEDICAL
    	
 
    
	
OPPORTUNITIES   FUND LP
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   Michael Sjostrom
    	
 
    
	
Name:
    	
Michael   Sjöström
    	
 
    
	
Title:
    	
CIO
    	
 
    
				


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   PURCHASERS:
    	
 
    
	
 
    	
 
    
	
HARTZ   CAPITAL INVESTMENTS, LLC
    	
 
    
	
By:   Empery Asset Management, LP, its authorized agent
    	
 
    
	
By:   
    	
/s/   Ryan M. Lane
    	
 
    
	
Name:   Ryan M. Lane
    	
 
    
	
Title:   Managing Member of Empery Asset Management, LP
    	
 
    
			


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 











 

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is hereby executed as of the date first above written.

 

	
THE   PURCHASERS:
    	
 
    
	
 
    	
 
    
	
EMPERY   ASSET MASTER, LTD
    	
 
    
	
By:   Empery Asset Management, LP, its authorized agent
    	
 
    
	
By:   
    	
/s/   Ryan M. Lane
    	
 
    
	
Name:   Ryan M. Lane
    	
 
    
	
Title:   Managing Member of Empery Asset Management, LP
    	
 
    
			


 

SIGNATURE PAGE TO SUNSHINE HEART, INC.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT