EXHIBIT 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement") dated as of September 9, 2005 and effective as of August 9, 2005 (the "Effective Date"), by and between Xenonics Holdings, Inc., a Nevada corporation having its principal...Consulting Agreement • September 14th, 2005 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
WARRANT TO PURCHASE COMMON STOCK OF XENONICS HOLDINGS, INC.Warrant Agreement • October 24th, 2005 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
RECITALSIndemnification Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • Nevada
WITNESSETHConsulting Agreement • October 24th, 2005 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
WARRANT TO PURCHASE COMMON STOCK OF XENONICS HOLDINGS, INC.Warrant Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • California
ARTICLE I PARTIESLicense Agreement • August 16th, 2004 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • California
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of September 9, 2005, by and between Xenonics Holdings, Inc., a Nevada corporation having its principal offices at 2236 Rutherford Road, Suite...Registration Rights Agreement • September 14th, 2005 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
PUBLIC OFFERING ADVISORY SERVICES Cash Portion: Completion of Public Stock Offering: 2.5% of money raised in aggregate (including exercise of greenshoe) of which it is anticipated that the Company will pay 1.5% and the underwriters will pay 1%...Financial Advisory Agreement • June 30th, 2004 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 1, 2003 by and between Xenonics, Inc., a Delaware corporation (the "Company"), and Alan Magerman (the "Executive"). 1. Term of Employment Subject to the provisions of Section...Employment Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • California
RECITALSLease Agreement • September 2nd, 2004 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies
Xenonics Holdings, Inc. 3186 Lionshead Avenue Carlsbad, CA 92010 Attention: Alan P. Magerman, Chairman and CEO Dear Mr. Magerman:Placement Agent Agreement • April 2nd, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This agreement (the “Agreement”) constitutes the agreement between EarlyBird Capital, Inc. (“EarlyBird” or the “Placement Agent”) and Xenonics Holdings, Inc. (the “Company”), that EarlyBird shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that EarlyBird would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
EXHIBIT 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 1, 2003 by and between Xenonics, Inc., a Delaware corporation (the "Company"), and Jeffrey Kennedy (the "Executive"). 1. Term of Employment Subject to the provisions of...Employment Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2005 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2005, by and among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
Grant No. XENONICS HOLDINGS, INC. STOCK OPTION GRANT OPTIONEE: ADDRESS: GRANT DATE: EXERCISE PRICE: $__________ per share NUMBER OF OPTION SHARES: __________ shares EXPIRATION DATE: TYPE OF OPTION: ____ Incentive Option ____ Non- Statutory Option This...Stock Option Grant • June 3rd, 2005 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2007, among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund, Ltd. and any additional purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 10th, 2004 • Xenonics Holdings, Inc. • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2010, between Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PerkinElmerManufacturing Agreement • September 21st, 2004 • Xenonics Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • California
FORM OF SECURITY AGREEMENTSecurity Agreement • September 17th, 2014 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of July , 2014 by Xenonics Holdings, Inc., a Nevada corporation (the “Company”) and the holders of the Company’s up to $1,000,000 of the Company’s Convertible Senior Secured Notes (the “Notes”) issued from time to time under the Subscription Agreement (defined below) (each, a “Note Holder” and together, the “Note Holders”). This Agreement is being executed and delivered by the Company and the Note Holders in connection with that certain Subscription Agreement, dated as of June 23, 2014 (the “Subscription Agreement”), by and among the Company and the Note Holders. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement.
WARRANT TO PURCHASE COMMON STOCK OF XENONICS HOLDINGS, INC.Warrant Agreement • June 21st, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
This certifies that, for value received, Theodore Aroney (the “Holder”), or registered assigns, is entitled, subject to the terms set forth below, to purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), at any time, and from time to time, during the term set forth in Section 1 below, fully paid, validly issued and nonassessable shares of the Company’s $0.001 par value common stock (the “Common Stock”), upon surrender hereof, at the principal office of the Company, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States, at the Exercise Price as set forth in Section 2 below.
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC.Common Stock Purchase Warrant • April 22nd, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
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 October ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada 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).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. [A WARRANT] [B WARRANT]Security Agreement • September 27th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
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 [A Warrant: issuance of this Warrant] [B Warrant: date on which the A Warrant issued to the Holder on or about the date hereof has been exercised in full or otherwise terminated] (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to [___] shares (the “Warrant Shares”) of common stock, par value $0.001 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 AGREEMENTSecurities Purchase Agreement • September 27th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2007, among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund, Ltd. and any additional purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. B WARRANTSecurity Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Granite Financial Group, LLC (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 on which the A Warrant issued to the Holder on or about the date hereof has been exercised in full or otherwise terminated (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 30,000 shares (the “Warrant Shares”) of common stock, par value $0.001 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).
EXHIBIT 10.2 XENONICS HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of _________ __, 2004 between Xenonics Holdings, Inc., a Nevada corporation ("CORPORATION"), and the...Common Stock Purchase Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • California
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. B WARRANTSecurity Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund, 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 the date on which the A Warrant issued to the Holder on or about the date hereof has been exercised in full or otherwise terminated (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of common stock, par value $0.001 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).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. A WARRANTSecurity Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund, 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 the issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of common stock, par value $0.001 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 2, 2007, among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund, Ltd. and any additional purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENTLoan Agreement • December 21st, 2012 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
This Agreement is dated as of December 20, 2012 (the “Agreement”) by and among , and Xenonics Holdings, Inc., a Nevada corporation (the “Company”).
ContractConvertible Security Agreement • September 17th, 2014 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
FORM OF CONFIDENTIAL SUBSCRIPTION AGREEMENT XENONICS HOLDINGS, INC. Private Sale of up to $1,000,000 of Convertible Senior Secured NotesConfidential Subscription Agreement • September 17th, 2014 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
THIS SUBSCRIPTION AGREEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING XENONICS HOLDINGS, INC. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.
WARRANT TO PURCHASE COMMON STOCK OF XENONICS HOLDINGS, INC.Warrant Agreement • September 11th, 2006 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • California
This certifies that, for value received, Third Coast Marketing, LLC (the “Holder”), or its registered assigns, is entitled, subject to the terms set forth below, to purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), at any time, and from time to time, during the term set forth in Section 1 below, fully paid, validly issued and nonassessable shares of the Company’s $0.001 par value common stock (the “Common Stock”), upon surrender hereof, at the principal office of the Company, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States, at the Exercise Price as set forth in Section 2 below.
EXHIBIT 4.3 PARTICIPATING DEALER'S WARRANT AGREEMENT Participating Dealer's Warrant Agreement dated as of_____________ between Xenonics Holdings, Inc., a Nevada corporation (the "Company"), and________ (hereinafter referred to variously as the...Participating Dealer's Warrant Agreement • May 10th, 2004 • Xenonics Holdings, Inc. • California
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2011 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
AMENDMENT NO. 2 TO THE CONSULTING AGREEMENTConsulting Agreement • January 17th, 2006 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
This AMENDMENT NO. 2, dated as of January 17, 2006 (this “Amendment”), is made to that certain CONSULTING AGREEMENT, effective as of August 9, 2005 and amended by that certain Amendment No. 1 dated as of October 19, 2005 (“Amendment No. 1”) (together, the “Agreement”), by and between Xenonics Holdings, Inc., a Nevada corporation having its principal offices at 2236 Rutherford Road, Suite 123, Carlsbad, California 92008-7297 (the “Company”), and Patriot Associates LLC, a New York limited liability company having its principal offices at 111 E. 56th Street, New York, New York 10022 (the “Consultant”).
