0000096313-05-000043 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Stinger Systems, Inc.
Common Stock Purchase Warrant • February 7th, 2005 • Stinger Systems, Inc

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stinger Systems, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2005 • Stinger Systems, Inc • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December ____, 2004, among Stinger Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2005 • Stinger Systems, Inc

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December ___, 2004, by and among Stinger Systems, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

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