OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY
SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS
OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Unit Purchase
Agreement as of the date first written above.
COMPANY:
ISC8 INC.
a Delaware corporation
By:
John Vong
Chief Financial Officer
SIGNATURE PAGE TO
UNIT PURCHASE AGREEMENT
OMNIBUS INVESTOR SIGNATURE PAGE TO
ISC8 INC.
UNIT PURCHASE AGREEMENT
The undersigned, in its capacity as a Purchaser, hereby executes and delivers
the Unit Purchase Agreement to which this signature page is attached and agrees
to be bound by the Unit Purchase Agreement on the date set forth on the first
page of the Unit Purchase Agreement.
This counterpart signature page, together
with all counterparts of the Unit Purchase Agreement and signature pages of the
other parties named therein, shall constitute one and the same instrument in
accordance with the terms of the Unit Purchase Agreement.
INDIVIDUALS
ENTITIES
Print Name of
Purchaser
Print Name of
Purchaser
By:
Signature
Signature
Name:
Title:
Mailing
Address:
Telephone
No.:
Facsimile No:
Email Address:
EXHIBIT A
SCHEDULE OF PURCHASERS
Name, Address and Facsimile Number of Purchaser
Original Principal Amount of Note
Number of Shares of Common Stock
Number of Warrants
Total
EXHIBIT B
FORM OF SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE
EXHIBIT C
FORM OF WARRANT
EXHIBIT D
FORM OF SECURITY AGREEMENT
EXHIBIT E
PURCHASER WITHHOLDING EXEMPTIONS