0001181431-10-055608 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 15th, 2010 • Identive Group, Inc. • Computer peripheral equipment, nec • New York

The undersigned (the “Investor”) hereby confirms its subscription, in accordance with and pursuant to the Terms and Conditions for Purchase of Securities (the “Terms and Conditions”) set forth in Annex I, together with the form of warrant attached as Exhibit A thereto, and the Investor Questionnaire as set forth in Annex II, each of which is attached hereto and incorporated herein by reference, as follows:

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THIRD AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • November 15th, 2010 • Identive Group, Inc. • Computer peripheral equipment, nec • Delaware

This THIRD AMENDMENT TO THE PREFEFRRED STOCK RIGHTS AGREEMENT, dated as of November 15, 2010 (this “Amendment”), is entered into by and between Identive Group, Inc., a Delaware corporation formerly known as SCM Microsystems, Inc. (the “Company), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

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