0001013762-08-001189 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 20th, 2008 • Airtrax Inc • Industrial trucks, tractors, trailors & stackers • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of May 16, 2008, among Airtrax Inc., a New Jersey corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Airtrax Inc • May 20th, 2008 • Industrial trucks, tractors, trailors & stackers • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRTRAX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • May 20th, 2008 • Airtrax Inc • Industrial trucks, tractors, trailors & stackers • New York

This Agreement is dated as of the ____ day of May, 2008 among Airtrax, Inc., a New Jersey corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):

WAIVER CONSENT AND AMENDMENT AGREEMENT
Waiver Consent and Amendment Agreement • May 20th, 2008 • Airtrax Inc • Industrial trucks, tractors, trailors & stackers

THIS WAIVER, CONSENT AND AMENDMENT AGREEMENT, dated as of May __, 2008 (this “Agreement”), among Airtrax, Inc. (“Borrower”), the parties identified on Schedule A hereto (“Secured Lenders”) (each a “Party” and collectively the “Parties”).

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