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”).
COMMON STOCK PURCHASE WARRANT INNOVATIVE CARD TECHNOLOGIES, INC.Innovative Card Technologies Inc • April 16th, 2008 • Electronic components & accessories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ (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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise 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 “Warrant Shares”) of 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 AGREEMENTSecurities Purchase Agreement • April 16th, 2008 • Innovative Card Technologies Inc • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 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”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 15, 2011Innovative Card Technologies Inc • April 16th, 2008 • Electronic components & accessories • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 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 8% Senior Secured Convertible Debenture due April 15, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
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”).
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.
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
