0001144204-06-055046 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2006 • Innovative Software Technologies Inc • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2006, among Innovative Software Technologies, Inc., a California corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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LONG TERM COMMON STOCK PURCHASE WARRANT INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
Innovative Software Technologies Inc • December 29th, 2006 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Crescent International Ltd. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 22, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Software Technologies, Inc., a California corporation (the “Company”), up to 8,928,571 shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 29th, 2006 • Innovative Software Technologies Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2006 among Innovative Software Technologies, Inc., a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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