0000891618-07-000221 Sample Contracts

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 5th, 2007 • Cardica Inc • Surgical & medical instruments & apparatus

This FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of March 30, 2007 (the “Effective Amendment Date”) by and between Century Medical, Inc., a Japanese corporation with its principal place of business located at 1-6-4 Ohsaki, Shinagawa-Ku, Tokyo, 141-8588, Japan (“DISTRIBUTOR”), and Cardica, Inc., a Delaware corporation with its principal place of business located at 900 Saginaw Drive, Redwood City, California 94063 USA (“COMPANY”).

AMENDMENT NO. 2 TO SUBORDINATED CONVERTIBLE NOTE AGREEMENT
Subordinated Convertible Note Agreement • April 5th, 2007 • Cardica Inc • Surgical & medical instruments & apparatus • California

This AMENDMENT NO. 2 TO SUBORDINATED CONVERTIBLE NOTE AGREEMENT (this “Amendment”) is dated as of March 30, 2007 and entered into by and between Cardica, Inc., a Delaware corporation (“Company”), and Century Medical, Inc. (“Century”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Note Agreement (as defined below).