0001178913-14-003165 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2014 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 29, 2014, by and among Integrity Applications, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SERIES B-2 COMMON STOCK PURCHASE WARRANT INTEGRITY APPLICATIONS, INC.
Security Agreement • October 16th, 2014 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus

THIS SERIES B-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (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 Integrity Applications, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, 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 • October 16th, 2014 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2014, by and among Integrity Applications, 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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