0000950123-10-059578 Sample Contracts

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.

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EXTENSION AGREEMENT
Extension Agreement • June 21st, 2010 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment

This Extension Agreement is entered into this 28th day of April 2010, by and between Xenonics Holdings, Inc. (Xenonics”) and Netgain Financial, Inc. (“Negain”).

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