0001354488-13-004606 Sample Contracts

SECURITY AGREEMENT
Security Agreement • August 14th, 2013 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • Delaware

SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto, the “Agreement”), dated as of August 12, 2013, made by Ambient Corporation¸ a Delaware corporation (the “Grantor”), in favor of Vicis Capital Master Fund (together with its permitted successors and assigns, the “Secured Party”).

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SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMS
Separation Agreement • August 14th, 2013 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • Massachusetts

This Agreement and Full Release of Claims (the “Agreement”) is made and entered into as of the 26th day of June, 2013, between Ramdas Rao (“you”) and Ambient Corporation (“Ambient” or “the Company”). In consideration for good and valuable consideration, the sufficiency of which is hereby acknowledged, and the parties’ execution of this Agreement and the promises and covenants contained herein, you and Ambient hereby agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2013 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • Massachusetts

EMPLOYMENT AGREEMENT ("Agreement") entered into as of June 13, 2013, between STACEY FITZGERALD ("Employee") and AMBIENT CORPORATION, a Delaware corporation (collectively, the "Company").

SECOND AMENDMENT
Lease Agreement • August 14th, 2013 • Ambient Corp /Ny • Telephone communications (no radiotelephone)

THIS SECOND AMENDMENT (the "Amendment") is made and entered into as of the 19th day of June, 2013, by and between NS 7/57 ACQUISITION LLC, Delaware limited liability company ("Landlord”), and AMBIENT CORPORATION, a Delaware corporation ("Tenant").

NOTE PURCHASE AGREEMENT Dated as of August 12, 2013 by and between AMBIENT CORPORATION and VICIS CAPITAL MASTER FUND
Note Purchase Agreement • August 14th, 2013 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York

This NOTE PURCHASE AGREEMENT dated as of August 12, 2013 (this “Agreement”) by and between Ambient Corporation, a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a series of the Vicis Capital Master Series Trust, a trust formed under the laws of the Cayman Islands (“Vicis” or the “Purchaser”).

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