SERIES D WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATION Expires November 1, 2012Ambient Corp /Ny • November 5th, 2007 • 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 Fifty-Five Million Five Hundred Fifty-Five Thousand Five Hundred Fifty-Six (55,555,556) 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 1, 2007 (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
ContractAmbient Corp /Ny • November 5th, 2007 • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENT Dated as of November 1, 2007 by and among AMBIENT CORPORATION, VICIS CAPITAL MASTER FUND And THE OTHER PURCHASERS LISTED ON EXHIBIT A Start of TOC – Do not delete this section break!Securities Purchase Agreement • November 5th, 2007 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This SECURITIES PURCHASE AGREEMENT dated as of November 1, 2007 (this “Agreement”) by and among Ambient Corporation, a Delaware corporation (the “Company”), Vicis Capital Master Fund (“Vicis”) and each of the other purchasers of the secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively with Vicis, the “Purchasers”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2007 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This First Amendment to Securities Purchase Agreement (this “Amendment”), dated as of November 1, 2007, amends that certain Securities Purchase Agreement, dated as of July 31, 2007 (the “Prior Purchase Agreement”), by and among Ambient Corporation, a Delaware corporation (the “Company”), and the purchasers named therein, and is entered into by and among the Company, and the purchasers listed on Schedule I hereto (the “Purchasers”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2007 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This First Amendment to Registration Agreement (this “Amendment”), dated as of November 1, 2007, amends that certain Registration Agreement, dated as of July 31, 2007 (the “Rights Agreement”), by and among Ambient Corporation, a Delaware corporation (the “Company”), and the purchasers named therein, and is entered into by and among the Company, and the purchasers listed on Schedule I hereto (the “Purchasers”).
