SERIES F WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMBIENT CORPORATION Expires April 23, 2013Ambient Corp /Ny • August 14th, 2008 • 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 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 used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agr
SECURITIES PURCHASE AGREEMENT Dated as of April 23, 2008 by and among AMBIENT CORPORATION and VICIS CAPITAL MASTER FUNDSecurities Purchase Agreement • August 14th, 2008 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
This SECURITIES PURCHASE AGREEMENT dated as of April 23, 2008 (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”).
AMENDMENT AND WAIVERAmendment and Waiver • August 14th, 2008 • Ambient Corp /Ny • Telephone communications (no radiotelephone) • New York
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.
