Inksure Technologies Inc. Subscription Agreement for Common Stock Purchase

 (ii) If Subscriber is an entity (e.g., a corporation, partnership, limited liability company, trust), (1) Subscriber has exercised due diligence to establish the identity of each person who possesses the power, directly or indirectly, to direct or cause the direction of Subscriber's management and policies; (2) if ownership interests in Subscriber are not publicly traded on an exchange or an organized over-the-counter market that is regulated by any foreign government, or any governmental body or regulatory organization empowered by a foreign government to administer or enforce its laws as they relate to securities matters, Subscriber has exercised due diligence to establish the identity of each person who holds, directly or indirectly, a beneficial interest in Subscriber, and (3) if Subscriber is a financial intermediary (e.g., a bank, brokerage firm, depositary), Subscriber has exercised due diligence to establish the identity of each of its account holders (each of the foregoing persons listed in this paragraph being, an "Affiliated Person"). Subscriber (a) maintains records of all documents it uses to verify the identities of its Affiliated Persons, and (b) will maintain all such records for a period of at least five (5) years after the first date on which Subscriber's Interest has been redeemed. (iii) Subscriber declares, represents and warrants, that Subscriber, any person for which Subscriber is acting as agent, its beneficial owner or controlling person, is not (1) a foreign shell bank, or acting directly or indirectly on behalf of a "foreign shell bank", as defined in the U.S.A. Patriot Act of 2001 and the regulations promulgated thereunder, (2) a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, or Support Terrorism), (3) named on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC (the "SDN List"), (4) a person or entity that has acted on behalf of any person or organization (a) residing or having a place of business in a country or territory subject to embargo under laws enforced by OFAC, or (b) identified as a terrorist, terrorist organization, specially designated national or blocked person by OFAC, any other department, agency, division, board, bureau or other instrumentality of the United States Government, or any recognized international organization, multilateral expert group or governmental or industry publication, or (5) a person otherwise prohibited from investing in the Partnership pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders. (iv) Unless Subscriber has otherwise notified the Company, Subscriber declares, represents and warrants that: (1) If Subscriber is an individual, Subscriber is neither a foreign public official, including a head of state or of government; a senior politician; a senior governmental, judicial or military official; or a senior member of a political party ("Foreign Public Official") nor an immediate family member or close associate of a Foreign Public Official; or (2) if Subscriber is not an individual then: (a) if Subscriber is not a publicly-traded entity, no beneficial owner of Subscriber is a Foreign Public Official or an immediate family member or close associate of a Foreign Public Official; (b) if Subscriber is a publicly-traded entity, no control person of Subscriber is a Foreign Public Official or an immediate family member or close associate of a Foreign Public Official; and (c) Subscriber is not acting as a nominee or agent intending to hold Shares of the Company on behalf of a Foreign Public Official or an immediate family member or close associate of a Foreign Public Official. Each person as described in this paragraph (s)(iv) is referred to herein as a "Prohibited Person". 4 

 (v) Subscriber declares, represents and warrants that Subscriber is not a Prohibited Person, none of its Affiliated Persons is a Prohibited Person, and Subscriber is not acquiring, and does not intend to acquire, any Shares for the direct or indirect benefit of any Prohibited Person. Subscriber acknowledges and agrees that if, at any time, the Company determines that Subscriber is or may be a Prohibited Person, or that any Prohibited Person holds or may hold a direct or indirect Interest in Subscriber or any Shares held by Subscriber, the Company may, in its sole discretion, prohibit Subscriber from purchasing Shares in the Company. (vi) Subscriber acknowledges that, any provision of this subscription application and the Memorandum to the contrary notwithstanding, pursuant to applicable laws or regulations relating to the combating of terrorism and/or money laundering, the Company may be required to release information regarding Subscriber to law enforcement authorities and/or regulators. 2.02 INDEMNIFICATION. The Subscriber understands that the offer to subscribe to the Shares was made in reliance upon Subscriber's representations and warranties set forth in this ARTICLE II above. The Subscriber agrees to provide, if requested, any additional information that may reasonably be requested by the Company to determine the eligibility of the Subscriber to purchase the Shares. The Subscriber hereby agrees to indemnify the Company, and its respective affiliates and to defend and hold each of them harmless from and against any loss, claim, damage, liability, cost or expense (including reasonable attorneys' fees) due to or arising out of a breach of any representation, warranty or agreement of the Subscriber contained in this Subscription Agreement or in any other document provided by the Subscriber to the Company in connection with the Subscriber's purchase of the Shares. The Subscriber hereby agrees to indemnify the Company and its respective affiliates, and to defend and hold each of them harmless against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising as a result of the sale or distribution of the Shares or any part thereof by the Subscriber in violation of the 1933 Act and/or other applicable law or any misrepresentation or breach by the Subscriber with respect to the matters set forth herein. In addition, the Subscriber agrees to indemnify the Company and its affiliates and to defend and hold each of them harmless from and against, any and all loss, claim, damage, liability, cost or expense (including reasonable attorneys' fees) to which they may be put or which they may incur or sustain by reason of or in connection with any misrepresentation made by the Subscriber with respect to the matters about which representations and warranties are required by the terms of this Subscription Agreement, or any breach of any such warranties or any failure to fulfill any covenants or agreements set forth herein or included in the Memorandum. Notwithstanding any provisions of this Subscription Agreement, the Subscriber does not waive any rights granted to it under applicable securities laws. 5 

 ARTICLE III SUITABILITY REQUIREMENTS 3.01 GENERAL. The information contained herein is being furnished to the Company in order for the Company to determine whether the Subscription may be accepted pursuant to Section 4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D. The Subscriber understands that (i) the Company will rely upon the following information, (ii) the Shares will not be registered under the 1933 Act in reliance upon the exemptions from registration provided by Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D, and (iii) NO SUBSCRIPTION FOR SHARES WILL BE ACCEPTED UNLESS THE SUBSCRIBER IS AN ACCREDITED INVESTOR. In accordance with the foregoing, the Subscriber makes the representations and warranties to the Company as set forth below. 3.02 Individual Qualification as an Accredited Investor. (a) In order to qualify as an Accredited Investor, the Subscriber must satisfy at least one of the following tests: (PLEASE CHECK APPLICABLE BOXES) (i) The Subscriber is a natural person whose own net worth, or joint net worth with the Subscriber's spouse, at the time of purchase, exceeds $1 million; Yes [_] No [_] (ii) The Subscriber is a natural person who has had income in excess of $200,000 in each of the two most recent years or joint income with the Subscriber's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same in the current year. Yes [_] No [_] (b) Additional representations for individual: (i) The Subscriber has knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in the Shares. Yes [_] No [_] (ii) The Subscriber is willing and able to bear the economic risk of an investment in the Shares. Yes [_] No [_] 6 

 (iii) The Subscriber is a resident of the State of ____________. 3.03 Entity Qualification as an Accredited Investor. (a) In order to qualify as an Accredited Investor, the Subscriber must meet one of the following tests: (PLEASE CHECK BOX AT THE END OF EACH APPLICABLE SECTION) 1. A bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity: [_] 2. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended: [_] 3. An insurance company as defined in Section 2(13) of the 1933 Act. [_] 4. An investment company registered under the ICA: [_] 5. A business development company as defined in Section 2(a)(48) of the ICA: [_] 6. A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958: [_] 7. A private business development company as defined in Section 202(a)(22) of the Advisers Act: [_] 8. An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), (a) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, insurance company or registered investment advisor; or (b) having total assets in excess of $5,000,000; or (c) if self-directed, the investment decisions are made solely by persons that are Accredited Investors: [_] 7 

 9. An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring an Interest, having total assets in excess of $5 million: [_] 10. A trust, with total assets in excess of $5 million not formed for the specific purpose of acquiring an Interest, whose purchase is directed by an investor as described in Rule 506(b)(2)(ii) promulgated by the SEC under the 1933 Act. [_] 11. An individual retirement account in which the sole participant is an Accredited Investor. 12. (a) An entity in which all of the equity owners are Accredited Investors: [_] (SECTION 3.02 OR SECTION 3.03 (AS APPLICABLE) MUST ALSO BE COMPLETED, AND A SIGNATURE PAGE TO THIS AGREEMENT (PAGE 12) MUST ALSO BE COMPLETED AND SIGNED, BY EACH EQUITY OWNER) If you checked the box in this Section 11(a), please indicate how many equity owners the Subscriber has: ______________________________________________. (b) If the Subscriber is a partnership or a limited liability company, please check whichever box is applicable: [_] The Subscriber hereby represents that no individual partner or group of partners, or individual member or group of members, as the case may be, of the Subscriber had the right to elect whether or not to participate in the investment of the Subscriber in the Partnership or to determine the level of participation of such partner, member or group therein. [_] The Subscriber is not able to so represent. 8 

 3.04 FOR NON-UNITED STATES PERSONS. If you are not a U.S. Person(2), please check here [_] I am a citizen of ____________________________________ and a resident of _________________________________________. ARTICLE IV MISCELLANEOUS 4.01 SIGNATURE PAGE TO PARTNERSHIP AGREEMENT. By signing the signature page attached to this Subscription Agreement, the Subscriber agrees to be bound by the terms and conditions thereof. 4.02 ADDRESSES AND NOTICES. The address of each party for all purposes shall be the address set forth on the first page of this Subscription Agreement, as to the Company, or on the signature page annexed hereto, as to the Subscriber, or such other address of which the other party has received written notice. Any notice, demand or request required or permitted to be given or made hereunder shall be in writing and shall be deemed given or made when delivered in person or when sent to such party at such address by registered or certified mail, return receipt requested. 4.03 TITLES AND CAPTIONS. All Article and Section titles or captions in this Subscription Agreement are for convenience only. They shall not be deemed part of this Subscription Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof. 4.04 ASSIGNABILITY. This Subscription Agreement is not transferable or assignable by the Subscriber. 4.05 PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa. - --------------------------- (2) The term "U.S. Person" means, with respect to individuals, any U.S. Citizen (and certain former U.S. citizens) or "resident alien" within the meaning of U.S. income tax laws as in effect from time to time. Currently, the term "resident alien" is defined under U.S. income tax laws to generally include any individual who (i) holds an Alien Registration Card (a "green card") issued by the U.S. Immigration and Naturalization Service, or (ii) meets a "substantial presence" test. The "substantial presence" test is generally met with respect to any current calendar year if (i) the individual was present in the U.S. on at least thirty-one (31) days during such year, and (ii) the sum of the number of days on which such individual was present in the U.S. during the current year, 1/3 of the number of such days during the first preceding year, and 1/6 of the number of such days during the second preceding year, equals or exceeds 183 days. With respect to persons other than individuals, the term "U.S. Person" means (i) a corporation or partnership created or organized in the United States or under the laws of the United States or any state or (ii) a trust or estate which is subject to U.S. tax on its worldwide income from all sources. 9 

 4.06 FURTHER ACTION. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such action as may be necessary or appropriate to achieve the purposes of this Subscription Agreement. Each party shall bear its own expenses in connection therewith. 4.07 APPLICABLE LAW. This Subscription Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to New York conflict of law rules. 4.08 PERMITTED TRANSACTIONS AND BINDING EFFECT. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors, legal representatives, personal representatives, successors and permitted assigns. If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and the Subscriber's heirs, executors, administrators and successors. 4.09 INTEGRATION. This Subscription Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes and replaces all contemporaneous and prior agreements and understandings, whether written or oral, pertaining thereto. No covenant, representation or condition not expressed in this Subscription Agreement shall affect or be deemed to interpret, change or restrict the express provisions hereof. 4.10 AMENDMENT. This Subscription Agreement may be modified or amended only with the written approval of all parties. 4.11 CREDITORS. None of the provisions of this Subscription Agreement shall be for the benefit of or enforceable by creditors of any party. 4.12 WAIVER. No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Subscription Agreement or to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition. 4.13 RIGHTS AND REMEDIES. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation of one or more of the provisions of this Subscription Agreement shall not preclude the implementation of any other provision. 4.14 COUNTERPARTS. This Subscription Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding on all the parties notwithstanding that all the parties are not the signatories to the original or the same counterpart. 4.15 SIGNATURES. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, SUBSCRIBER CONFIRMS THAT IT HAS READ AND AGREED TO ALL THE REPRESENTATIONS AND TERMS HEREOF. 10 

 NOTES: (a) A corporation should affix its common seal (if any) and execute under the hand of a duly authorized official who should state his representative capacity. (b) The Subscription Agreement may be completed by a duly authorized agent on behalf of the Subscriber(s). Such person represents and warrants that he is duly authorized to sign this form and on behalf of the Subscriber(s). (c) The Subscription Agreement includes the information contained under "INSTRUCTIONS TO SUBSCRIBERS" and Subscription Agreement. If all of the subscription documents are not fully completed to the satisfaction of the Company the subscription may not be accepted. -------- THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BANK 11 

 IN WITNESS WHEREOF, the Subscriber has executed this Agreement on this ______ day of __________, 2010. NUMBER OF SHARES SUBSCRIBED FOR AT $0.125 PER SHARE __________________ TOTAL SUBSCRIPTION PRICE FOR SHARES $__________________ _____________________________________ __________________________________ Social Security or Employer Print Name of Subscriber Identification Number Signature for Individual Subscribers: Signature for Subscriber Other than Individual: _____________________________________ By:_______________________________ Signature of Subscriber Signature of Authorized Signatory _____________________________________ __________________________________ Signature of Subscriber, if Joint Print Name and Title of Authorized Ownership Signatory Mailing Address of Subscriber: Principal Address of Subscriber: _____________________________________ __________________________________ Street Street _____________________________________ __________________________________ City State Zip Code City State Zip Code __________________________________ Telephone Number of Subscriber __________________________________ Facsimile Number of Subscriber __________________________________ E-Mail Address of Subscriber If Joint Ownership, check one: [_] Joint Tenants with Right of Survivorship [_] Tenants-in-Common [_] Community Property [_] Estate If Other than Individual Subscribers, check one: [_] General Partnership [_] Trust [_] Limited Partnership [_] "Grantor" Trust [_] Corporation [_] Limited Liability Company [_] S Corporation [_] Other (specify):____________ FOREGOING SUBSCRIPTION ACCEPTED: As to ________________ Shares As to $_______________ total subscription price for Shares INKSURE TECHNOLOGIES INC. By:________________________________________ 12 

 INKSURE TECHNOLOGIES INC. FORM W-9 

 INKSURE TECHNOLOGIES INC. JANUARY 25, 2010 PRIVATE PLACEMENT CLOSING ON MARCH 11, 2010 SUBSCRIPTIONS ACCEPTED AND NUMBER OF SHARES TO BE ISSUED TO EACH SUBSCRIBER SUBSCRIPTIONS ACCEPTED AND SOCIAL SECURITY NUMBER SUBSCRIPTION NUMBER OF OR I.D. NUMBER AMOUNT SHARES FOR U.S. SUBSCRIBERS ACCEPTED TO BE ISSUED - -------------------------- ---------- ---------- ICTS International, N.V. Biesbosch 225, 1181 JC Amstelveen The Netherlands $ 675,000 5,400,000 Newco Holdings Corp. Centro Comercial Bal Harbour Suite 43 A Via Italia, Punta Paitilla Ciudad De Panama 400,000 3,200,000 Peleg Investment Management LLC 551 Fifth Avenue - 24th Floor New York, NY 10176 ID#: 20 ###-###-#### 400,000 3,200,000 Pierre L. Schoenheimer 551 Fifth Avenue - 24th Floor New York, NY 10176 SS#: ###-##-#### 250,000 2,000,000 Credit Agricole (Suisse) SA Administrative Center Chemin de Beree 46-48 1010 Lausanne 10 Switzerland 200,000 1,600,000 John Sauder Cheryl Sauder 111 Congress #3000 Austin, TX 78701 SS#:###-##-#### (John) 200,000 1,600,000 James E. Lineberger 725 Palm Trail #11 Delray Beach, FL 33483 SS#: ###-##-#### 150,000 1,200,000 13-B 

 SUBSCRIPTIONS ACCEPTED AND SOCIAL SECURITY NUMBERS SUBSCRIPTION NUMBER OF OR I.D. NUMBER AMOUNT SHARES FOR U.S. SUBSCRIBERS ACCEPTED TO BE ISSUED - -------------------------- ---------- ---------- Jonathan Berger 14 East 75th Street, Apt. 10D New York, NY 10021 SS#: ###-##-#### $ 143,750 1,150,000 Yusuf Taragano G.O.S.B. Kemal Nehrozogln Street Gebze/Kocaeli, Turkey 41480 100,000 800,000 Yaron Meerfeld 3 Yehezkel Street Ramat Gan, Israel 52245 100,000 800,000 Israel Kariv 31 Atzmon Street Ramat-Hasharon, Israel 47287 75,000 600,000 Leonard Lichter 40 Stonygate Oval New Rochelle, NY 10804 SS#: ###-##-#### 75,000 600,000 Robert Lapin Revocable Trust 4 Sutton Drive Boynton Beach, FL 33436 SS#: ###-##-#### 62,500 500,000 Lineberger & Co., LLC 1120 Boston Post Road Darien, CT 06820 ID#: 06-1557367 50,000 400,000 Bruce Nakfoor 9119 Spinning Leaf Cove Austin, TX 78735 SS#: ###-##-#### 50,000 400,000 Ronald A. Hirsch 668 N. Coast Hwy, #171 Laguna Beach, CA 92651 SS#: ###-##-#### 50,000 400,000 13-B 

 SUBSCRIPTIONS ACCEPTED AND SOCIAL SECURITY NUMBERS SUBSCRIPTION NUMBER OF OR I.D. NUMBER AMOUNT SHARES FOR U.S. SUBSCRIBERS ACCEPTED TO BE ISSUED - -------------------------- ---------- ---------- Gary N. Moss 505 East 79th Street New York, NY 10075 SS#: ###-##-#### $ 50,000 400,000 Haim Y. Kaplan 10 Shmuel Tamiz Tel Aviv, Israel 69637 50,000 400,000 Alon Raich Shalom Ash 7 Petach-Tikva, Israel 49410 25,000 200,000 Charles Salfeld 150 East 69th Street New York, NY 10021 SS#: ###-##-#### 18,750 150,000 ---------- ---------- Totals $3,125,000 25,000,000 ========== ========== 13-B