0001019687-12-001072 Sample Contracts

PARAMETRIC SOUND CORPORATION UNDERWRITER WARRANT
Underwriter Warrant • March 26th, 2012 • Parametric Sound Corp • Communications equipment, nec • New York

This UNDERWRITER WARRANT (this “Warrant”) of Parametric Sound Corporation, a corporation, duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of March 21, 2012 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of 1,888,888 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.

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PARAMETRIC SOUND CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • March 26th, 2012 • Parametric Sound Corp • Communications equipment, nec • New York

The undersigned, Parametric Sound Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (“MDB”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:

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