Indemnification and Contribution Sample Contracts

CAPRIUS, INC. One University Plaza Hackensack, New Jersey 07601
Indemnification and Contribution • February 17th, 2006 • Caprius Inc • Hazardous waste management • New York

The undersigned, Caprius, Inc., a Delaware corporation (the “Company”), proposes to sell to a limited number of “accredited investors,” as such term is defined in Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), a minimum of $1,500,000 (“Minimum Amount”) and a maximum of $3,000,000 (“Maximum Amount”) of Series D Convertible Preferred Stock (the “Shares”), together with warrants (the “Warrants”) to purchase the Company’s common stock (the Shares and Warrants shall hereinafter be referred to as the “Securities”).

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