SERIES G WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATIONWarrant Agreement • November 16th, 2009 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, the undersigned, Ambient Corporation, a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that VICIS CAPITAL MASTER FUND or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to [________] ([________]) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. This Warrant has been executed and delivered pursuant to the Securities Purchase Agreement dated as of [November __], 2009 (the “Purchase Agreement”) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. Capitaliz
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2009 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 16, 2009, by and among Ambient Corporation, a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2009 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This SECURITIES PURCHASE AGREEMENT dated as of November 16, 2009 (this “Agreement”) by and among Ambient Corporation, a Delaware corporation (the “Company”) and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (“Vicis” or the “Purchaser”).
PRODUCT SALES, SERVICES & SOFTWARE AGREEMENTProduct Sales, Services & Software Agreement • November 16th, 2009 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This PRODUCT SALES, SERVICES & SOFTWARE AGREEMENT is entered into as of the 4th day of September, 2009 (the “Effective Date”), by and between DUKE ENERGY BUSINESS SERVICES LLC on its own behalf and as agent for and on behalf of DUKE ENERGY CAROLINAS, LLC, DUKE ENERGY INDIANA, INC, DUKE ENERGY OHIO, INC., DUKE ENERGY KENTUCKY, INC., and After Acquired Affiliates (collectively, “Duke Energy”), and AMBIENT CORPORATION (“Ambient”), a Delaware corporation having a principal place of business at 79 Chapel Street, Newton, MA 02458.
