0001104659-06-076998 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 21st, 2006 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 13th day of November, 2006 by and among World Heart Corporation, a corporation continued under the laws of the Canada (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”) and the Agent. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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FORM OF PURCHASE AGREEMENT
Purchase Agreement • November 21st, 2006 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 13th day of November, 2006 by and among World Heart Corporation, a corporation continued under the laws of Canada (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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