Common use of Private Placement Representations Clause in Contracts

Private Placement Representations. The holder of this Warrant confirms the continuing validity of, and reaffirms as of the date hereof, its representations and warranties set forth in Section 7 of the Warrant. Date: _______________, ____ ------------------------------------- ---------------------------------------- Name of Registered Holder Tax ID of Registered Holder (if applicable) By: --------------------------------- Its: -------------------------------- A-1 ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Wells Fargo Bank, National Association, as registrar and transfer a▇▇▇▇ for the Company (the "Transfer Agent"), to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated October 7, 2005 from the Company and acknowledged and agreed to by the Transfer Agent. ATS MEDICAL, INC. By: ------------------------------------ Its: ----------------------------------- EXHIBIT B TO WARRANT FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase ____________ shares of the capital stock of ATS Medical, Inc., a Minnesota corporation, represented by warrant certificate no. _____, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: , 200 --------- - ---------------------------------------- By: ----------------------------------- Its: ----------------------------------- Taxpayer I. D. No. or Soc. Sec. No:

Private Placement Representations. The holder of this Warrant confirms the continuing validity of, and reaffirms as of the date hereof, its representations and warranties set forth in Section 7 9 of the Warrant. Date: ______________ __, ____ ------------------------------------- ---------------------------------------- Name of Registered Holder Tax ID of Registered Holder (if applicable) By: --------------------------------- Its: -------------------------------- A-1 ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Wells Fargo Bank, National Association, as registrar and transfer a▇▇▇▇ for the Company (the "Transfer Agent"), to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated October 7, 2005 from the Company and acknowledged and agreed to by the Transfer Agent. ATS MEDICAL, INC. By: ------------------------------------ Its: ----------------------------------- EXHIBIT B TO WARRANT FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase _____________ shares of the capital stock of ATS Medical, Inc., a Minnesota corporation, represented by warrant certificate no. _______________________________________ Name of Registered Holder Tax ID of Registered Holder (if applicable) By: ________________________________ Name:_______________________________ Title:______________________________ _______________________________________ Signature _______________________________________ Address FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the attached Warrant). FOR VALUE RECEIVED, standing in ________________________ hereby sells, assigns, and transfers unto __________ a Warrant to purchase __________ shares of Common Stock, of Diasense, Inc., a Pennsylvania corporation (the name of the undersigned on the books of said corporation. The undersigned "Company"), and does hereby irrevocably constitute and appoint ______________, _ attorney to transfer such Warrant on the warrants books of said corporationthe Company, with full power of substitution substitution. DATED: ________________________________ ________________________________ Signature ________________________________ Print Name Diasense Inc. Common Stock Warrant Cusip: September 13, 2006 W A-2 Warrant to Purchase 250,000 Shares ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇onsideration, the receipt and sufficiency of which is hereby acknowledged by Diasense Inc, a Pennsylvania corporation (the "Company"), Glenn A. Little (the "Holder") is hereby granted the right to purchas▇, ▇▇ ▇he initial exercise price of $.10 per share (the "Initial Exercise Price") (subject to adjustment as provided herein) (the "Purchase Price"), at any time commencing on the date hereof until 5:00 p.m., Eastern Standard time, for five (5) years thereafter, 250,000 shares of common stock of the Company, (the "Shares"). This Warrant is initially exercisable at the Initial Exercise Price, payable in cash or by certified or official bank check in New York Clearing House funds, subject to adjustments as provided in Section 5 hereof. Upon surrender of this Warrant, with the premises. Dated: annexed Subscription Form duly executed, 200 --------- - ---------------------------------------- By: ----------------------------------- Its: ----------------------------------- Taxpayer I. D. No. together with payment of the Purchase Price (as hereinafter defined) for the Shares purchased at the offices of the Company, the registered holder of this Warrant (the "Holder") shall be entitled to receive a certificate or Soc. Sec. No:certificates for the Shares so purchased.

Private Placement Representations. The holder of this Warrant confirms the continuing validity of, and reaffirms as of the date hereof, its representations and warranties set forth in Section 7 of the Warrant. Date: _______________, ____ ------------------------------------- ---------------------------------------- _______________________________ ______________________________________ Name of Registered Holder Tax ID of Registered Holder (if applicable) By: --------------------------------- _______________________________ Its: -------------------------------- A-1 _______________________________ ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Wells Fargo Bank, National Association, as registrar and transfer a▇▇▇▇ for the Company (the "Transfer Agent"), _________________ to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated October 7________ __, 2005 2004 from the Company and acknowledged and agreed to by the Transfer Agent____________________. ATS MEDICAL, INC. ROCKFORD CORPORATION By: ------------------------------------ _______________________________ Its: ----------------------------------- _______________________________ EXHIBIT B TO WARRANT FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase ____________ shares of the capital stock of ATS MedicalRockford Corporation, Inc., a Minnesota an Arizona corporation, represented by warrant certificate no. _____, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: _________, 200 --------- - ---------------------------------------- 200_ _____________________________________ By: ----------------------------------- Its: -----------------------------------: Taxpayer I. D. No. or Soc. Sec. No:: _____________________________________ Address: ____________________________ _____________________________________ _____________________________________ Name in which new Warrant(s) should be registered: Right to Purchase No. of Shares of Common Stock: _________________ Name: _________________________________________ Taxpayer I.D. No. or Soc. Sec. No: ______________________ Address: ______________________________________________________________