SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2007, among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund, Ltd. and any additional purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. A WARRANTXenonics Holdings, Inc. • February 7th, 2007 • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund, Ltd. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. B WARRANTXenonics Holdings, Inc. • February 7th, 2007 • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Granite Financial Group, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date on which the A Warrant issued to the Holder on or about the date hereof has been exercised in full or otherwise terminated (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 30,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT XENONICS HOLDINGS, INC. B WARRANTXenonics Holdings, Inc. • February 7th, 2007 • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund, Ltd. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date on which the A Warrant issued to the Holder on or about the date hereof has been exercised in full or otherwise terminated (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenonics Holdings, Inc., a Nevada corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2007 • Xenonics Holdings, Inc. • Electric lighting & wiring equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 2, 2007, among Xenonics Holdings, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund, Ltd. and any additional purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
