0001144204-06-023113 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2006 • Innovative Card Technologies Inc • Electronic components & accessories

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2006, among Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase _______ Shares of Common Stock of INNOVATIVE CARD TECHNOLOGY, INC.
Securities Agreement • May 31st, 2006 • Innovative Card Technologies Inc • Electronic components & accessories

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, T. R. Winston & Company, LLC (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 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Card Technology, Inc., a Delaware 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 31st, 2006 • Innovative Card Technologies Inc • Electronic components & accessories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May __, 2006, among Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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