Exhibit 10.2


 


AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company desires to amend Section
1.1 of the Securities Purchase Agreement dated March 31, 2005, and the
Securities Purchase Agreement provides that it may be amended by a written
instrument signed by the Company and the Required Investors; and


 


WHEREAS, the undersigned Investor has agreed
to consent to the amendment.


 


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
Company and Investor agree as follows:


 


1.                                       Definitions.


 


(a)                                  The
definition of “Transaction Documents” is hereby amended to read as follows:


 


“Transaction Documents” means
this Agreement, the Shares, the Certificate of Designation, the Registration
Rights Agreement, the Escrow Agreement, the Warrants and any other documents or
agreements executed in connection with the transactions contemplated hereunder,
in each case, as may be amended from time to time.


 


(b)                                 The
definition of “Warrants” is hereby amended to read as follows:


 


“Warrants” means the
Common Stock purchase warrants in the form of Exhibit C hereto, as may be
amended from time to time, issued or issuable to the Investors at the Closing.


 


2.                                       Miscellaneous.


 


(a)                                  Except
as provided above, the remaining terms and conditions of the Securities
Purchase Agreement shall remain in full force and effect.


 


(b)                                 This
Amendment No. 1 to Securities Purchase Agreement may be signed in any number of
counterparts, which together will be one and the same instrument.  This Amendment No. 1 to Securities Purchase
Agreement shall be effective upon the Company’s receipt of a written instrument
signed by one or more Investors representing greater than 50% of the aggregate
principal amount of all Shares then outstanding.


 





















 


(c)                                  This
Amendment No. 1 to Securities Purchase Agreement shall be binding upon the
Company and Investor and their respective successors and assigns.


 


(d)                                 This
Amendment No. 1 to Securities Purchase Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof.


 


(e)                                  All
terms not otherwise defined herein shall have the meanings ascribed to them in
the Securities Purchase Agreement.


 


	
   

  	
  MEDICALCV,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Marc P. Flores, Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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