0001104659-11-030868 Sample Contracts

FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is made and entered into as of May 13, 2011 by and among TECHNISCAN, INC., (“Issuer”) and (together with its successors and assigns, “Holder”).

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AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of May 13, 2011 by and among TECHNISCAN, INC., (the “Maker”) and the undersigned holder of the Maker’s senior secured convertible promissory note (together with its successors and assigns, “Payee”).

Amended and Restated Registration Rights Agreement
Registration Rights Agreement • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of May 13, 2011, by and among TechniScan, Inc., a Delaware corporation (the “Issuer”), and the holders listed on the signature pages hereto (the “Holders”).

EIGHTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

WHEREAS, the Issuer and the Lead Investor desire to revise that certain Note and Warrant Purchase Agreement dated March 30, 2010 entered into by and among the Issuer, the Lead Investor, and the other investors listed on Exhibit A thereto, as amended pursuant to that certain Amendment to Note and Warrant Purchase Agreement dated as of May 19, 2010, that certain Second Amendment to Note and Warrant Purchase Agreement dated as of September 30, 2010, that certain Third Amendment to Note and Warrant Purchase Agreement dated as of October 5, 2010, that certain Fourth Amendment to Note and Warrant Purchase Agreement dated as of October 13, 2010, that certain Fifth Amendment to Note and Warrant Purchase Agreement dated as of October 28, 2010, that certain Sixth Amendment to Note and Warrant Purchase Agreement dated as of November 12, 2010, and that certain Seventh Amendment to Note and Warrant Purchase Agreement dated as of January 31, 2011 (collectively, the “Agreement”).

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