0001013762-10-002109 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 27th, 2010 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of August 20, 2010, by and between Coates International, Ltd., a corporation organized under the laws of Delaware, (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • August 27th, 2010 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 20, 2010 by and between Coates International, Ltd., a Delaware corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 27th, 2010 • Coates International LTD \De\ • Motor vehicle parts & accessories • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2010, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with headquarters located at 2100 Highway 34 & Ridgewood Road, Wall Township, NJ 07119 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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