What on earth is erb doing !? Sabby sold their 900k shares...

What on earth is erb doing !? Sabby sold their 900k shares before 31/12 . Will def sell their shares again

Why is he diluting us in patches !?
Why not raise what u need in the first place and take it from there

Now at 15 cents pre split , regretted not selling my whole position when this went up in december .

U always have in the back of ur mind that as much as erb has been a grade a cnt , there has to be an end game so u hold onto ur shares

A reverse merer - partnership

Anything

But could be buying time and get paid another 300k

Didnt sell my shares as we had 600k o/s

Now were approaching 2m

Dont understand what on earth hes doing , but the whole aquadex and strategy re alignment was a huge fkup

Even gbs ventures sold out , cm capital half their position and vanguard half their position

Inst holding is at 2%

Lost a fortune here because i didnt sell due to the fact the company announced they are taking the neuro approach half the time half the cost

Why on earth would u buy aquadex

Does erb have a conflict of interest from his time at chf solutions !? Does he benefit everytime an aquadex is sold !?

Cant believe not a single lawsuit , im half way around the world , if i was in the US id defenitely do something about it

Below is a filing 10 days ago , hes begging sabby to excercise their warrants

Why didnt u use the atm when the price was at 90 cents or at a dollar and a half

Got the money u needed with minimal dilution , no reverse split nothing

Could go on forever

To conclude . Erb has been a diabolical out of his depth cnt that has single handedly destroyed this company and any potential it had

Were closer to $2 than going to $10

And erb if ur behind ur desk reading this , be a man and explain to shareholders how ur plan is going


Exhibit 10.1


February 15, 2017


Sabby Volatility Warrant Master Fund, Ltd.

Sabby Healthcare Master Fund, Ltd.


c/o Sabby Management, LLC

10 Mountainview Road, Suite 205

Upper Saddle River, NJ 07458

Attn: Hal Mintz and Robert Grundstein


Re: Common Stock Purchase Warrants


Dear Messrs. Mintz and Grundstein:


We are pleased to offer to you the following consideration for your exercise of the warrants (the “Warrants”) to purchase shares of common stock (the “Common Stock”) of Sunshine Heart, Inc. (the “Company”, “we” or “us”) currently held by you (collectively, the “Holders”). In consideration for exercising the Warrants held by you during the period beginning on the date hereof to and including March 31, 2017 (the “Exercise Period”), the Company shall issue, promptly upon receipt of the cash exercise price for any exercise by the Holder of such Warrants hereunder, to you or your designee a common stock purchase warrant pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to purchase up to a number of shares of Common Stock equal to 100% of the number of shares issued pursuant to the Holder’s exercise of Warrants hereunder, which new warrant(s) shall have an exercise price equal to the consolidated closing bid price of the Company’s Common Stock as quoted on The Nasdaq Capital Market on the date each such warrant is issued and shall be in the form attached hereto as Exhibit A .


In order to enable the exercise of the Warrants during the Exercise Period, the Company hereby consents (1) to restate the definition of “Initial Exercise Date” of the Warrants issued on November 3, 2016 and January 11, 2017 to mean “at any time on or after the date of Shareholder Approval” and (2) to restate the definition of “Beneficial Ownership Limitation” set forth in Section 2(e) of the Warrants to mean, solely for purposes of any exercises of Warrants that occur during the Exercise Period, “9.99%”.


The shares underlying the Warrants issued on November 3, 2016 have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-215112) and a prospectus dated December 30, 2016. The Company filed a registration statement on Form S-1 (File No. 333-216053) registering the resale of the shares underlying the Warrants issued on July 26, 2016 and January 11, 2017 on February 14, 2017 and is awaiting the response of the Securities and Exchange Commission.


The Holder hereby covenants and agrees to provide any transferee of a Warrant a copy of this Letter Agreement.


To accept this offer, please execute this Letter Agreement and return the fully executed Letter Agreement to the Company by email as soon as practicable.


Please do not hesitate to call me if you have any questions.


[Signature Page Follows]





Sincerely yours,