Xenonics Holdings, Inc. Watch

from 8-K 14 pages This Agreement (The “Agreement”) Constitutes the Agreement Between Earlybird Capital, Inc. (“Earlybird” or the “Placement Agent”) and Xenonics Holdings, Inc. (The “Company”), That Earlybird Shall Serve as the Exclusive Placement Agent for the Company, on a Reasonable Best Efforts Basis, in Connection With the Proposed Placement (The “Placement”) of Registered Securities (The “Securities”) of the Company, Including, but Not Limited To, Shares (The “Shares”) of the Company’s Common Stock (The “Common Stock”) and Warrants to Purchase Shares of Common Stock. the Terms of Such Placement and the Securities Shall Be Mutually Agreed Upon by the Company and the Purchasers (Each, a “Purchaser” and Collectively, the “Purchasers”) and Nothing Herein Constitutes That Earlybird Would Have the Power or Authority to Bind the Company or Any Purchaser or an Obligation for the Company to Issue Any Securities or Complete the Placement. This Agreement and the Documents Executed and Delivered by the Company and the Purchasers in Connection With the Placement Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Date of the Closing of the Placement Shall Be Referred to Herein as the “Closing Date.” the Company Expressly Acknowledges and Agrees That Earlybird’s Obligations Hereunder Are on a Reasonable Best Efforts Basis Only and That the Execution of This Agreement Does Not Constitute a Commitment by Earlybird to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Earlybird With Respect to Securing Any Other Financing on Behalf of the Company. Section 1. Compensation and Other Fees