Exhibit "2" To Innovative Card Technologies, Inc. Subscription Application & AgreementRegistration Rights Agreement • October 25th, 2005 • Innovative Card Technologies Inc • Electronic components & accessories
Exhibit "1" To Innovative Card Technologies, Inc. Subscription Application & AgreementInnovative Card Technologies Inc • October 25th, 2005 • Electronic components & accessories • New York
RECITALSSecurities Purchase Agreement • December 9th, 2004 • Innovative Card Technologies Inc • Electronic components & accessories • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2008, between Innovative Card Technologies, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
RECITALSExchange Agreement • October 19th, 2004 • Innovative Card Technologies Inc • California
AMENDED AND EXCHANGED COMMON STOCK PURCHASE WARRANT INNOVATIVE CARD TECHNOLOGIES, INC.Innovative Card Technologies Inc • October 5th, 2009 • Electronic components & accessories
THIS AMENDED AND EXCHANGED COMMON STOCK PURCHASE WARRANT (the “Warrant” and together with any other Amended and Exchanged Common Stock Purchase Warrants issued pursuant to those certain Securities Purchase Agreements, dated January 8, 2008 and April 15, 2008 (the “Purchase Agreements”), as amend pursuant to that certain Waiver, Amendment and Exchange Agreement dated September __, 2009, the “Warrants”)) certifies that, for value received, _____________ (the “Holder” and together with all holders of the Warrants, the “Holders”)) 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 Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), up to __________ shares (the
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT...Innovative Card Technologies Inc • September 7th, 2005 • Electronic components & accessories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2010 • Innovative Card Technologies Inc • Electronic components & accessories • California
This Securities Purchase Agreement (this “Agreement”) is dated as of October ___, 2010, between Innovative Card Technologies, inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND EXCHANGED 8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE [JANUARY 8, 2011/APRIL 15, 2011]Innovative Card Technologies Inc • October 5th, 2009 • Electronic components & accessories • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Amended and Exchanged 8% Senior Secured Convertible Debentures of Innovative Card Technologies, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 11601 Wilshire Boulevard, Suite 2160 Los Angeles, CA 90025, designated as its Amended and Exchanged 8% Senior Secured Convertible Debenture due January 8, 2011 and April 15, 2011, as applicable (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
Exhibit 10.4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES...Innovative Card Technologies Inc • October 19th, 2004 • New York
SECURITY AGREEMENTSecurity Agreement • April 16th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This SECURITY AGREEMENT, dated as of April 15, 2008 (this “Agreement”), is among Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holder of the Company’s 8% Senior Secured Convertible Debenture due April 15, 2011 and issued on April 15, 2008 in the original aggregate principal amount of $5,000,000 (the “Debenture”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]Strategic Alliance Agreement • March 3rd, 2005 • Innovative Card Technologies Inc • Electronic components & accessories • California
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 16th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
SUBSIDIARY GUARANTEE, dated as of April 15, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Innovative Card Technologies, Inc., a Delaware corporation (the “Company”) and the Purchasers.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2007 • Innovative Card Technologies Inc • Electronic components & accessories • California
This Indemnification Agreement (“Agreement”) is effective as of this 19th day of November 2007, by and between Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2006 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May __, 2006, among Innovative Card Technologies, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January ___, 2008 between Innovative Card Technologies, 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”).
RECITALSShares for Debt Agreement • December 9th, 2004 • Innovative Card Technologies Inc • Electronic components & accessories
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 21, 2007 (“Effective Date”) by and between INNOVATIVE CARD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and STEVEN R. DELCARSON (“Executive”), with reference to the following facts:
LOCK-UP AGREEMENTLock-Up Agreement • April 16th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
Exhibit 10.15 COMMERCIAL GUARANTY Borrower: Lenscard Corporation, a Delaware Corporation C/O Bemel & Ross 11601 Wilshire Blvd #2150 Los Angles, CA 90025 Lender: City National Bank, NA Entertainment Department #567000 400 North Roxbury Drive, Suite 400...Innovative Card Technologies Inc • October 19th, 2004 • California
Re: Securities Purchase Agreement, dated as of December __, 2007 (the “Purchase Agreement”), between Innovative Card Technologies, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and,...Letter Agreement • January 9th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION] JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement (this "Agreement") is made and entered into as of July 25,...Joint Development Agreement • March 20th, 2006 • Innovative Card Technologies Inc • Electronic components & accessories • California
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • October 5th, 2009 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Debenture and Warrant Purchase Agreement (this “Agreement”), dated as of September __, 2009, is made by and between Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), and the Purchasers signatory hereto (collectively, the “Purchasers”).
WAIVER Whereas, the undersigned parties entered into that certain Securities Purchase Agreement (the "Agreement") for the purchase of 500,000 shares of the Company's common stock; Whereas, Section 2.3 of the Agreement provides that the Closing is...Innovative Card Technologies Inc • December 9th, 2004 • Electronic components & accessories
Whereas, the undersigned parties entered into that certain Securities Purchase Agreement (the "Agreement") for the purchase of 500,000 shares of the Company's common stock;
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] CNC Associates, Inc. 2900 Challenger Place Oxnard, California 93030 Tel: 888-350-4262 Fax: 805-278-8501 Lease Number:...Lease Rental Agreement • April 8th, 2005 • Innovative Card Technologies Inc • Electronic components & accessories • California
Exhibit 10.17 ALAN FINKELSTEIN EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of January__, 1998 by and between Universal Magnifier LLC. a California limited liability company (the "Company") and Alan Finkelstein...Alan Finkelstein Employment Agreement • October 19th, 2004 • Innovative Card Technologies Inc • California
October ___, 2005 To: Subscribers Re: Lock-up Letter Subscribers: Reference is made to the Subscription Application & Agreement, dated October __ , 2005 (the "Purchase Agreement"), among Innovative Card Technologies, Inc. (the "Company") and the...Innovative Card Technologies Inc • November 8th, 2005 • Electronic components & accessories
Reference is made to the Subscription Application & Agreement, dated October __ , 2005 (the "Purchase Agreement"), among Innovative Card Technologies, Inc. (the "Company") and the purchasers signatory thereto (the "Subscribers"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
TO: The Purchasers of Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), 8% Senior Secured Convertible Debentures and Warrants pursuant to that certain Securities Purchase Agreement, dated as of January __, 2008 (the “Purchase...Innovative Card Technologies Inc • January 9th, 2008 • Electronic components & accessories
Defined terms not otherwise defined in this letter agreement shall have the meanings set forth in the Purchase Agreement. This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me. This letter agreement will confirm my agreement to vote all shares of Innovative Card Technologies, Inc., a Delaware corporation (“INVC”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of INVC to approve a transaction or series of transactions which could result in an aggregate issuance of the Company’s common stock in excess of 19.99% as required by the rules of the NASDAQ.
LICENSE AGREEMENTLicense Agreement • July 12th, 2006 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This LICENSE AGREEMENT (this “Agreement”), dated as of June 28, 2006 (the “Effective Date”), is entered into by and between nCryptone, S.A. (formerly known as AudioSmartCard, S.A.), a corporation organized under the laws of France (“Licensee”), and Innovative Card Technologies, Inc., a Delaware corporation (“Licensor”). Terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in that certain Asset Contribution Agreement, dated as of June 28, 2006 (the “Asset Contribution Agreement”), by and among Licensee, Licensor, and Prosodie, S.A.
6% CONVERTIBLE DEBENTURE DUE October ___, 2012Innovative Card Technologies Inc • November 16th, 2010 • Electronic components & accessories • California
THIS 6% CONVERTIBLE DEBENTURE is a duly authorized and validly issued 6% Convertible Debentures of Innovative Card Technologies, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 633 West Fifth Street, Suite 2600, Los Angeles, CA 90071, designated as its 6% Convertible Debenture due October ___, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 1st, 2007 • Innovative Card Technologies Inc • Electronic components & accessories • California
This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the date set forth below, by and between Bennet P. Tchaikovsky (“Tchaikovsky”) and Innovative Card Technologies, Inc. (“Company”). Tchaikovsky and the Company may be collectively referred to hereafter as the “Parties” or individually as the “Party.”
AGREEMENTInnovative Card Technologies Inc • March 20th, 2006 • Electronic components & accessories
ASSET CONTRIBUTION AGREEMENT among INNOVATIVE CARD TECHNOLOGIES, INC. (“InCard”), nCRYPTONE, S.A. (the “Company”), and PROSODIE, S.A. (the “Principal Shareholder”) Dated as of June 28, 2006Asset Contribution Agreement • July 12th, 2006 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This ASSET CONTRIBUTION AGREEMENT, dated as of June 28, 2006 (this “Agreement”), is entered into by and among: (i) Innovative Card Technologies, Inc., a Delaware corporation (“InCard”); (ii) nCryptone, S.A. (formerly known as AudioSmartCard, S.A.), a corporation organized under the laws of France (the “Company”); and (iii) Prosodie, S.A., a corporation organized under the laws of France (the “Principal Shareholder”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 1st, 2007 • Innovative Card Technologies Inc • Electronic components & accessories • California
This Consulting Services Agreement (“Agreement”) between Innovative Card Technologies, Inc. (“INCARD"), a Delaware corporation having its principal place of business at 10880 Wilshire Blvd. Suite 950 Los Angeles, CA 90024 and Bennet P. Tchaikovsky, an individual (hereinafter “Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 27th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May ___, 2008 (“Effective Date”) by and between INNOVATIVE CARD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and Vincent M. Schiavo (“Executive”), with reference to the following facts:
