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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Suite 2150
Los Angeles, CA 90025
October ___, 2005
To: Subscribers
Re: Lock-up Letter
Subscribers:
Reference is made to the Subscription Application & Agreement, dated
October __ , 2005 (the "Purchase Agreement"), among Innovative Card
Technologies, Inc. (the "Company") and the purchasers signatory thereto (the
"Subscribers"). Capitalized terms used herein but not otherwise defined shall
have the meaning ascribed to them in the Purchase Agreement.
In order to induce the Subscribers to enter into the Purchaser
Agreement, from the date hereof until the one year anniversary following the
Effective Date of the Registration Statement, the undersigned will not offer,
sell, contract to sell, pledge or otherwise dispose of, (or enter into any
transaction which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act and the
rules and regulations of the Commission promulgated thereunder (each, a
"Transfer") with respect to, any shares of Common Stock beneficially owned or
held by the undersigned. Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. In order to enforce this covenant, the
Company will impose irrevocable stop-transfer instructions preventing the
transfer agent from effecting any actions in violation of this agreement.
Notwithstanding the foregoing, following the Effective Date, in the
event that the undersigned is no longer an officer or director of the Company
(the date on which such person is no longer an officer or director the "Trigger
Date"), and beneficially owns less than 500,000 shares of Common Stock on the
Trigger Date, then the undersigned shall be permitted to make Transfers of the
shares of the Company's Common Stock held by the undersigned on a quarterly
basis, beginning on the calendar quarter following the later of (i) the 3 month
anniversary of the Trigger Date and (ii) the date the undersigned is no longer
subject to the requirements of Section 16 of the Exchange Act, in an amount
equal to 25% of the aggregate number of shares of Common Stock owned by the
undersigned as of the Trigger Date (the undersigned acknowledges and agrees that
the foregoing limits on Transfers are noncumulative and may not be carried over
from quarter to quarter). All share amounts shall be subject to adjustment for
reverse and forward stock splits, stock dividends, recapitalizations and the
like.
The undersigned acknowledges that the execution, delivery and
performance of this letter agreement is a material inducement to the Subscribers
to complete the transaction contemplated by the Purchase Agreement and that the
Subscribers (which shall be third party beneficiaries of this letter agreement)
and the Company shall be entitled to specific performance of my obligations
hereunder. The undersigned hereby represents that the undersigned has the power
and authority to execute, deliver and perform this letter agreement, that the
undersigned has received adequate consideration therefor and that the
undersigned will indirectly benefit from the closing of the transactions
contemplated by the Purchase Agreement.
This letter agreement may not be amended or otherwise modified in
any respect without the written consent of each of the Company, ▇.▇. ▇▇▇▇▇▇▇ &
Company, LLC, 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 conflicts of laws. The undersigned hereby irrevocably submit
to the exclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waive, and agree not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or that such suit, action or proceeding is
improper. The undersigned hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by
receiving a copy thereof sent to the Company at the address in effect for
notices to it under the Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. The
undersigned hereby waives any right to a trial by jury. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The undersigned agrees and understands that this letter does
not intend to create any relationship between the undersigned and the
Subscribers and that the Subsribers are not entitled to cast any votes on the
matters herein contemplated and that no issuance or sale of the Securities is
created or intended by virtue of this letter.
This letter agreement may be executed in two or more counterparts,
all of which when taken together may be considered one and the same agreement.
_________________________
Signature
__________________________
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__________________________
Chief Executive Officer and Chairman of the Board of Directors
_______________________________
Number of shares of Common Stock
-2-
_____________________________________________________________________________
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
INNOVATIVE CARD TECHNOLGIES, INC.
By: _____________________________________
Name:
Title:
-3-