0000810365-07-000012 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
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 AGREEMENT
Placement 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:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2007 • Signalife, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2007, by and among SIGNALIFE, INC., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

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