0001213900-11-001448 Sample Contracts

SUSPECT DETECTION SYSTEMS, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1
Class a Warrant Agreement • March 22nd, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York

The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:

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OFFICER INDEMNITY AND EXEMPTION AGREEMENT
Indemnity and Exemption Agreement • March 22nd, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores

THIS INDEMNITY AND EXEMPTION AGREEMENT, dated as of January __, 2010, is between Suspect Detection Systems (SDS) Ltd., an Israeli company (the “Company”), and Shabtai Shoval (the “Indemnitee”).

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