0001013762-06-001536 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2006 • StrikeForce Technologies Inc. • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______________, 2006, by and among StrikeForce Technologies, Inc., a New Jersey corporation, with an address at _____________________________, New Jersey _________________ (the “Company”), and each of the parties listed on Schedule A hereto (together with its respective affiliates and any assignee or transferee of all of its respective rights hereunder, the “Investor”). (The Company and the Investor may sometimes be referred to herein individually as a “party” and collectively as the “parties.”)

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Contract
Note • August 1st, 2006 • StrikeForce Technologies Inc. • Services-prepackaged software • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STRIKEFORCE TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

STRIKEFORCE TECHNOLOGIES, INC. UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • August 1st, 2006 • StrikeForce Technologies Inc. • Services-prepackaged software • New York

This Unit Purchase Agreement (“Agreement”) is made as of July __, 2006, by and between StrikeForce Technologies, Inc., a New Jersey corporation (the “Company”), and the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).

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