ContractXenonics Holdings, Inc. • September 17th, 2014 • 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 NotesSubscription 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.
FORM OF SECURITY AGREEMENTForm of Security 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.
