Ambient Corp /Ny

Ambient Corp /Ny – ASSET PURCHASE AGREEMENT BY AND BETWEEN AMBIENT CORPORATION and ERICSSON INC., Dated as of July 28, 2014 (July 29th, 2014)

THIS ASSET PURCHASE AGREEMENT, dated as of the 28th day of July, 2014 ("Agreement"), is entered into by and between Ericsson Inc., a Delaware corporation (the "Buyer"), and Ambient Corporation, a Delaware corporation ("Seller").

Ambient Corp /Ny – Separation Agreement and Full Release of Claims (April 14th, 2014)

This Agreement and Full Release of Claims (the "Agreement") is made and entered into as of the 27 day of November, 2013, between Stacey Fitzgerald ("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:

Ambient Corp /Ny – Employment Agreement (August 14th, 2013)

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

Ambient Corp /Ny – Security Agreement (August 14th, 2013)

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").

Ambient Corp /Ny – Note Purchase Agreement (August 14th, 2013)

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").

Ambient Corp /Ny – Second Amendment (August 14th, 2013)

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").

Ambient Corp /Ny – This Letter Agreement Hereby Amends Your Employment Agreement With Ambient Corporation ("Ambient") Dated June 2, 2008 ("Employment Agreement"). Effective May 31, 2013 and Continuing Through No Later Than December 31, 2013, You Agree That Your Current Base Salary of $______ Will Be Reduced by Fifteen Percent (15%) to $________. Notwithstanding the Foregoing, in the Event That: All Other Terms of Your Employment Agreement Remain in Full Force and Effect. Your Signature Below Will Confirm Your Understanding of and Agreement to All the Statements Contained in This Letter Agreement. (August 14th, 2013)

Ambient Corp /Ny – Separation Agreement and Full Release of Claims (August 14th, 2013)

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:

Ambient Corp /Ny – Contract (August 14th, 2013)

THIS NOTE HAS 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 MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Ambient Corp /Ny – Employment Agreement (May 13th, 2013)

EMPLOYMENT AGREEMENT ("Agreement") entered into as of June 2, 2008, between MICHAEL QUARELLA ("Employee") and AMBIENT CORPORATION, a Delaware corporation (collectively, the "Company").

Ambient Corp /Ny – Contract (August 19th, 2011)

[**] indicates that information had been redacted and filed separately pursuant to a confidential treatment request filed with the Securities and Exchange Commission

Ambient Corp /Ny – BYLAWS OF AMBIENT CORPORATION (A Delaware Corporation) (August 19th, 2011)

Ambient Corp /Ny – Employment Agreement (August 8th, 2011)

EMPLOYMENT AGREEMENT ("Agreement") entered into as of August 4, 2011, between MARK FIDLER ("Employee") and AMBIENT CORPORATION, a Delaware corporation (collectively, the "Company").

Ambient Corp /Ny – Ambient Corporation Code of Business Conduct and Ethics (August 2nd, 2011)

This Code of Business Conduct and Ethics (the "Code") sets forth legal and ethical standards of conduct for directors, officers and employees of Ambient Corporation (the "Company"). This Code applies to the Company and any subsidiaries and other business entities controlled by it. The Board of Directors has adopted and issued this Code to deter wrongdoing and to promote:

Ambient Corp /Ny – Amendment to Securities Purchase Agreement (March 31st, 2010)

This Amendment to Securities Purchase Agreement, dated as of January 15, 2010 (the "Amendment"), is hereby made by and between Ambient Corporation, a Delaware corporation (the "Company") and Vicis Capital Master Fund ("Vicis"), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands, and amends certain provisions of that certain Securities Purchase Agreement, dated November 16, 2009, by and among the Company and Vicis (the "Purchase Agreement"). All capitalized terms used but not defined herein shall have their respective meanings ascribed to them in the Purchase Agreement.

Ambient Corp /Ny – Securities Purchase Agreement (November 16th, 2009)

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).

Ambient Corp /Ny – Registration Rights Agreement (November 16th, 2009)

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").

Ambient Corp /Ny – Series G Warrant to Purchase Shares of Common Stock of Ambient Corporation (November 16th, 2009)

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. Capitalize

Ambient Corp /Ny – Product Sales, Services & Software Agreement (November 16th, 2009)

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.

Ambient Corp /Ny – Office Lease Agreement (August 14th, 2009)

THIS OFFICE LEASE AGREEMENT (the Lease) is made and entered into as of May 21, 2009, by and between NS 7/57 ACQUISITION LLC, Delaware limited liability company (Landlord) and [[AMBIENT CORPORATION, a Delaware corporation]] (Tenant).

Ambient Corp /Ny – WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATION Expires __________ (June 1st, 2009)

FOR VALUE RECEIVED, the undersigned, Ambient Corporation, a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that ____________ or his 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 is the retainer warrant that has been executed and delivered to the Holder in connection with the transactions contemplated by the Securities Purchase Agreement dated as of July 31, 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

Ambient Corp /Ny – Contract (June 1st, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Ambient Corp /Ny – Amended and Restated Employment Agreement (March 11th, 2009)

WHEREAS, Employee and the Company entered into an employment agreement dated as of September 27, 2000, as amended as of November 3, 2002 and August 11, 2004, pursuant to which Employee served as the Company's Chief Network Architect (the "Original Agreement");

Ambient Corp /Ny – Amended and Restated Employment Agreement (March 11th, 2009)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) made as of the 30th day of December, 2008 (the Commencement Date), by and between AMBIENT CORPORATION, a Delaware corporation, having an office at 79 Chapel Street, Newton, Massachusetts 02458 (hereinafter referred to as "Employer") and John J. Joyce, an individual residing at 306 N. Village Avenue, Rockville Centre, NY 11570 (hereinafter referred to as "Employee");

Ambient Corp /Ny – Debenture Amendment Agreement (November 24th, 2008)

This Debenture Amendment Agreement, dated as of November 21, 2008 (the Agreement), is hereby made by and between Ambient Corporation, a Delaware corporation (the Company) and Vicis Capital Master Fund (Vicis), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands, and amends certain provisions of those certain Senior Secured Convertible Promissory Notes issued by the Company to Vicis.

Ambient Corp /Ny – Amendment and Waiver (August 14th, 2008)

This AMENDMENT AND WAIVER (this Amendment and Waiver) is dated as of April 23, 2008, by and between Ambient Corporation, a Delaware corporation (the Company) and Vicis Capital Master Fund (Vicis), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.

Ambient Corp /Ny – SERIES F WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATION Expires April 23, 2013 (August 14th, 2008)

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 One Hundred Thirty-Five Million (135,000,000) 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 April 23, 2008 (the Purchase Agreement) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms us ed and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agre

Ambient Corp /Ny – SECURITIES PURCHASE AGREEMENT Dated as of April 23, 2008 by and Among AMBIENT CORPORATION and VICIS CAPITAL MASTER FUND (August 14th, 2008)

Ambient Corp /Ny – Commercial Deployment Agreement (May 15th, 2008)

This COMMERCIAL DEPLOYMENT AGREEMENT (the Agreement) is entered into as of the 31 day of March, 2008 (the Effective Date), by and between DUKE ENERGY CAROLINAS, LLC (Duke), a North Carolina limited liability company having a principal place of business at 526 South Church Street, Charlotte, North Carolina, 28201 and AMBIENT CORPORATION (Ambient), a Delaware corporation having a principal place of business at 79 Chapel Street, Newton, MA 02458.

Ambient Corp /Ny – Stock Purchase Agreement (April 7th, 2008)

THIS STOCK PURCHASE AGREEMENT, dated and effective as of September 30, 2002, is by and between AMBIENT CORPORATION, a Delaware corporation (the "Company"), and CONSOLIDATED EDISON, INC., a New York corporation (the "Investor", each of the Company and the Investor being a "Party" and together the "Parties").

Ambient Corp /Ny – SERIES E WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATION Expires January 15, 2013 (January 17th, 2008)

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 One Hundred Seven Million One Hundred Forty-Two Thousand Eight Hundred Fifty-Seven (107,142,857) 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 January 15, 2008 (the Purchase Agreement) by and among the Issuer and the purchaser(s) listed therein. Capitalized ter ms used and not otherwise defined herein shall have the m

Ambient Corp /Ny – Second Amendment to Registration Rights Agreement (January 17th, 2008)

This Second Amendment to Registration Agreement (this Amendment), dated as of January 15, 2008, amends that certain Registration Agreement, dated as of July 31, 2007, as amended on November 1, 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).

Ambient Corp /Ny – Second Amendment to Securities Purchase Agreement (January 17th, 2008)

This Second Amendment to Securities Purchase Agreement (this Amendment), dated as of January 15, 2008, amends that certain Securities Purchase Agreement, dated as of July 31, 2007, as amended on November 1, 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).

Ambient Corp /Ny – First Amendment to Securities Purchase Agreement (January 17th, 2008)

This First Amendment to Securities Purchase Agreement (this Amendment), dated as of January 15, 2008, amends that certain Securities Purchase Agreement, dated as of November 1, 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).

Ambient Corp /Ny – SECURITIES PURCHASE AGREEMENT Dated as of January 15, 2008 by and Among AMBIENT CORPORATION, VICIS CAPITAL MASTER FUND and THE OTHER PURCHASERS LISTED ON EXHIBIT A (January 17th, 2008)

This SECURITIES PURCHASE AGREEMENT dated as of January 15, 2008 (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).