0001144204-07-057114 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 30th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2007, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 30th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October _ , 2007 among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

ESCROW AGREEMENT
Escrow Agreement • October 30th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • Delaware

THIS AGREEMENT is made this 25th day of October, 2007, by and among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”) and WILMINGTON TRUST COMPANY (“Escrow Agent.”)

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