0001213900-14-004664 Sample Contracts

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • July 3rd, 2014 • Coates International LTD \De\ • Engines & turbines • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the 2nd day of July, 2014 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership ("INVESTOR"), and COATES INTERNATIONAL, LTD., a Delaware corporation (the "COMPANY").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 3rd, 2014 • Coates International LTD \De\ • Engines & turbines • New York

This Registration Rights Agreement ("Agreement"), dated July 2, 2014, is made by and between COATES INTERNATIONAL, LTD., a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").

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