Standard Contracts
EXHIBIT 99.(C).(1) SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of December 29, 2004, among Recom Managed Systems, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • December 30th, 2004 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus • New York
RECITALSSettlement Agreement • May 11th, 2004 • Recom Managed Systems Inc De/ • Blank checks • California
ARTICLE I SALE OF ASSETSPurchase and Sale Agreement • June 28th, 1999 • Recom Managed Systems Inc De/ • Blank checks • California
REGISTRATION RIGHTS Recom Managed Systems, Inc. hereby grants to the Subscriber the following registration rights. 1. Definitions. Capitalized terms used herein without definition shall have the respective meanings given such terms as set forth in the...Registration Rights Agreement • January 2nd, 2004 • Recom Managed Systems Inc De/ • Blank checks
AGREEMENT ---------Executive Employment Agreement • March 30th, 1999 • Recom Managed Systems Inc De/ • Blank checks • California
EXHIBIT 99.(C).(3) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Agreement • December 30th, 2004 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF RECOM MANAGED SYSTEMS A DELAWARE CORPORATIONWarrant Agreement • January 2nd, 2004 • Recom Managed Systems Inc De/ • Blank checks • California
EXHIBIT 99.(C).(4) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 29, 2004, among Recom Managed Systems, Inc., a Delaware corporation (the "Company"), and the purchasers...Registration Rights Agreement • December 30th, 2004 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2007, by and between SIGNALIFE, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P., a Delaware limited partnership (the “Investor”).
2002 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT The undersigned Optionee has been granted an Option to...Stock Option Agreement • January 2nd, 2004 • Recom Managed Systems Inc De/ • Blank checks • California
Exhibit 10.16 [LOGO] MAXIM GROUP PRIVATE AND CONFIDENTIAL July 17, 2003 Mr. Marvin H. Fink, Chairman Recom Managed Systems, Inc 4705 Laurel Canyon Boulevard Studio City, CA 91607 Dear Mr. Fink: We are pleased to propose that Recom Managed Systems, Inc...Investment Banking Agreement • May 11th, 2004 • Recom Managed Systems Inc De/ • Blank checks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2007, among Signalife, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 99.(C).(2) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Convertible Security Agreement • December 30th, 2004 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus • New York
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • August 20th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS AGREEMENT dated as of the 6th day of August 2007 (the “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Delaware limited partnership (the “Investor”), and SIGNALIFE, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
SIGNALIFE, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 20th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
The undersigned, Signalife, Inc., a Delaware corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows:
LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into on December 9, 1993 by and between DR. BUDIMIR S. DRAKULIC, a resident of California, residing at 10751 Wilshire Boulevard, PH. 9, Los Angeles, California 90024 ("Drakulic" or...License Agreement • January 2nd, 2004 • Recom Managed Systems Inc De/ • Blank checks • California
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made effective this 14th day of October, 2002 (the "Effective Date"), by and between Recom Managed Systems, Inc., a Delaware corporation ("Company"), and Marvin H. Fink, ("Executive"). TERMS AND...Employment Agreement • November 12th, 2002 • Recom Managed Systems Inc De/ • Blank checks • California
EXHIBIT 99.1 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT OR IN THE...Warrant Agreement • September 25th, 2002 • Recom Managed Systems Inc De/ • Blank checks • California
WARRANT TO PURCHASE SHARES COMMON STOCK OF SIGNALIFE, A DELAWARE CORPORATIONWarrant to Purchase Shares • November 13th, 2006 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • South Carolina
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE WARRANT SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS WARRANT.
GRANT OF IMMEDIATE REGISTRATION RIGHTSGrant of Immediate Registration Rights • November 13th, 2006 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
Exhibit 10.20 NON-BINDING LETTER OF INTENT The parties hereto desire to enter into this letter of intent, which is not binding on either party hereto, is dated this 10th day of January, 2004, and is between TZ Mediacl Inc., on the one hand, and Recom...Non-Binding Letter of Intent • May 11th, 2004 • Recom Managed Systems Inc De/ • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2005 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus • California
This Agreement is made effective this 15th day of April, 2005 (the "Effective Date"), by and between Recom Managed Systems, Inc., a Delaware corporation ("Company"), and Pam Bunes ("Executive").
ADDENDUM TO STANDARD OFFICE LEASE-GROSS DATED December 17, 2003Standard Office Lease Addendum • May 11th, 2004 • Recom Managed Systems Inc De/ • Blank checks
RECOM MANAGEMENT SYSTEMS INC. Common Stock Purchase AgreementCommon Stock Purchase Agreement • May 16th, 2005 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus • California
This Common Stock Purchase Agreement (the “Agreement”) is made as of March 31, 2005 by and between Recom Managed Systems, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the schedule attached hereto as Schedule A (the “Schedule of Purchasers”). The persons or entities listed thereon are hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser.” Each Purchaser shall sign his or her individual Agreement for purposes of protection, clarification and privacy.
RECOM MANAGEMENT SYSTEMS INC. Common Stock Purchase AgreementCommon Stock Purchase Agreement • May 16th, 2005 • Recom Managed Systems Inc De/ • Electromedical & electrotherapeutic apparatus • California
This Common Stock Purchase Agreement (the “Agreement”) is made as of April 8, 2005 by and between Recom Managed Systems, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the schedule attached hereto as Schedule A (the “Schedule of Purchasers”). The persons or entities listed thereon are hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser.” Each Purchaser shall sign his or her individual Agreement for purposes of protection, clarification and privacy.
Dear Dr. Koblin: On behalf of Signalife, Inc we are pleased to engage you (“Consultant” or “you”) as a consultant to Signalife (“Signalife” or the “Company”) on the following basis (the “Agreement”). The parties acknowledge that this agreement is...Consulting Agreement • August 15th, 2008 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.3 This Agreement (the "Agreement"), dated as of November 1, 2002 by and between Recom Management Systems, Inc., a Delaware corporation ("RECOM"), and Ellsworth Roston (the "Consultant"). WHEREAS, RECOM and the Consultant desire to enter...Consulting Agreement • November 12th, 2002 • Recom Managed Systems Inc De/ • Blank checks • California
LOAN AGREEMENTLoan Agreement • January 30th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
This Loan Agreement (the “Agreement”), dated effective as of January 25, 2007 (the “Effective Date”), is entered into by and between SIGNALIFE, INC., a Delaware corporation, with its principal executive office located at 531 South Main Street, Suite 301, Greenville, South Carolina 29601 (“Borrower”), and S.E.S. Capital, LLC, a Delaware limited liability company (“Lender”), with reference to the following facts:
EXHIBIT 10.2 LOANOUT AGREEMENT This LOANOUT AGREEMENT is entered into as of October 15, 2002 (the "Agreement"), by and among B World, and B Technologies, and their affiliates (the "World"), Recom Managed Systems, Inc., a Delaware Corporation...Loanout Agreement • November 12th, 2002 • Recom Managed Systems Inc De/ • Blank checks • California
CFO 911 Accounting and Finance Solutions The Scope LetterScope Letter • May 11th, 2004 • Recom Managed Systems Inc De/ • Blank checks
RECOM MANAGEMENT SYSTEMS INC. Common Stock Purchase AgreementCommon Stock Purchase Agreement • November 13th, 2006 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • South Carolina
This Common Stock Purchase Agreement (the “Agreement”) is made as of October 16, 2006 by and between Signalife, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the schedule attached hereto as Schedule A (the “Schedule of Purchasers”). The persons or entities listed thereon are hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser.” Each Purchaser shall sign his or her individual Agreement for purposes of protection, clarification and privacy.
INTERNATIONAL SALES REPRESENTATION AGREEMENTInternational Sales Representation Agreement • May 15th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
CONSULTING AGREEMENTConsulting Agreement • April 3rd, 2006 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
This Consulting Agreement (the “Agreement”), dated effective as of March 14, 2006 (the “Effective Date”), is entered into by and between SIGNALIFE, INC., a Delaware corporation, with its principal executive office located at 531 South Main Street, Suite 301, Greenville, South Carolina 29601 (“Signalife”), and JAMES M. LYONS, an individual residing at 105 Wadsworth Avenue, Levittown, New York 11756 (Mr. Lyons is referred to hereinafter as “Consultant”), with reference to the following facts:
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • January 30th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • South Carolina
THIS WARRANT CERTIFIES THAT for value received, S.E.S. Capital, LLC, or his, her or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Signalife, Inc., a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.001 (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. Loan Agreement dated as of January 22, 2007 (the “Loan Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2008 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus
This Executive Employment Agreement (the “Agreement”), dated effective as of June 1, 2008 (the “Effective Date”), is entered into by and between SIGNALIFE, INC., a Delaware corporation, whose principal executive office is located at 4705 Laurel Canyon Boulevard, Studio City, California (“Signalife” or the “company”), and LEE B. EHRLICHMAN, an individual residing in Los Angeles at Signalife’s address of record ("Ehrlichman), with reference to the following facts:
