0001144204-07-021841 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 1st, 2007 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of April 26, 2007, by and between Coates International, Ltd., a corporation organized under the laws of State of Delaware, with its principal executive office at Highway 34 & Ridgewood Rd., Wall Township, NJ 07719 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • May 1st, 2007 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 26, 2007 by and between Coates International, Ltd. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

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