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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 1, 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”).
