ThinkEquity ILC August 29, 2012 Bill Joll Chief Executive Officer ISC8 Inc. Building 4, Suite 108 Costa Mesa, CA 92626-4526 Dear Mr. Joll:Engagement Agreement • September 12th, 2012 • Isc8 Inc. /De • Semiconductors & related devices • New York
Contract Type FiledSeptember 12th, 2012 Company Industry JurisdictionThis letter agreement (the “Agreement”) confirms our mutual understanding concerning the retention by ISC8 Inc. (the “Company” or “you”) of ThinkEquity LLC (“ThinkEquity”, “we” or “us”) to act as your lead agent on a non-exclusive basis in connection with the introduction of the Company to certain institutional investors (the “Investors”) as a source of potential financing in the form of a private investment in public equity, in convertible debt or equity, or in a combination thereof (the “Transaction”).