EXHIBIT 1
to Schedule 13D/A
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in
compliance with the provisions of Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this
Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments
thereto, will be filed with the Securities and Exchange Commission jointly on
behalf of the undersigned. This Agreement may be executed in one or more
counterparts.
Dated: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ ACQUISITION/RECAPITALIZATION FUND, L.L.C.
By: Perseus Acquisition/Recapitalization
Management, L.L.C., its Managing Member
By: Perseuspur, L.L.C.,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUS MARKET OPPORTUNITY FUND, L.P.
By: Perseus Market Opportunity Partners, L.P.,
its General Partner
By: Perseus Market Opportunity Partners GP, L.L.C.,
its General Partner
By: Perseus, L.L.C.,
its Managing Member
By: Perseuspur, L.L.C,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
CARDIAC SCIENCE CO-INVESTMENT, L.P.
By: Perseus Acquisition/Recapitalization
Management, L.L.C., its General Partner
By: Perseuspur, L.L.C.,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUS ACQUISITION/RECAPITALIZATION MANAGEMENT, L.L.C.
By: Perseuspur, L.L.C.,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUS MARKET OPPORTUNITY PARTNERS, L.P.
By: Perseus Market Opportunity Partners GP, L.L.C.,
its General Partner
By: Perseus, L.L.C.,
its Managing Member
By: Perseuspur, L.L.C,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUS MARKET OPPORTUNITY PARTNERS GP, L.L.C.
By: Perseus, L.L.C.,
its Managing Member
By: Perseuspur, L.L.C,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUS, L.L.C.
By: Perseuspur, L.L.C,
its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
RAPPAHANNOCK INVESTMENT COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
PERSEUSPUR, L.L.C.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Treasurer
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact