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Signalife Announces Reverse Stock Split, Preferred Stock Dividend and $5 Million Investment
Date:9/10/2008

preferred shares equal to the $5,000,000 divided by the average closing market price for the common shares as of the date of the commitment or investment, whichever is higher (the "target price"). This series of stock will be redeemable (i.e., the investment will be repaid by Signalife) in five years, together with interest accrued at libor plus 2%. The investors may, after a one-year holding period, convert their investment in the series 'B' preferred shares, including accrued interest, into common shares at the ten-day average closing market price for the common shares as of the date of the conversion, but (1) not less the target price, and (2) not more than two-times the target price. Signalife will also have the right, after six months, to convert all of the series 'B' preferred shares, including accrued interest, into common shares at the ten-day average closing market price for the common shares, subject to the same floor and cap prices applicable to conversions by the holders of the series 'B' preferred shares. Each series 'B' preferred share shall be entitled to one vote on all corporate matters that may be submitted to the company's common shareholders, with the common and series 'B' preferred shares voting as a single class. The series 'B' preferred shares will have a liquidation preference over common shares and all other classes of preferred shares, with the exception of outstanding series 'A' preferred shares. The creation and sale of the series 'B' preferred shares may also be subject to applicable regulatory approvals. The company will also register the series 'B' preferred shares (to the extent permitted by the SEC) under a resale registration statement.

Signalife further announced that the board of directors has approved the creation of a new series of convertible preferred stock, to be designated series 'C', and the declaration of a dividend of those shares to all common shareholders and series 'B' preferred shareholders of record as of the
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SOURCE Signalife, Inc.
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