0001178913-06-001292 Sample Contracts

Contract
Warrant Agreement • July 13th, 2006 • On Track Innovations LTD • Semiconductors & related devices

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

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SHARE CONTRIBUTION AGREEMENT
Share Contribution Agreement • July 13th, 2006 • On Track Innovations LTD • Semiconductors & related devices

– Mr. Jean Pierre Enguent, a French citizen, born on May 8, 1962 in Marseille (France), residing at boulevard de la Thumine, Résidence Le Gardanon, bat. G, 13090 Aix en Provence,

AGREEMENT
Agreement • July 13th, 2006 • On Track Innovations LTD • Semiconductors & related devices • Tel-Aviv

On Track Innovations Ltd., a company duly organized and existing under the laws of the state of Israel (Reg No. 52-004286-2), which its ordinary shares are registered for trade in NASDAQ stock exchange (OTIV), having its principle place of business at Z.H.R. I.Z. Rosh-Pina 12000, Israel (“OTI”);

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