EXHIBIT 10.1
Agreement No.
FORM OF CONFIDENTIAL SUBSCRIPTION AGREEMENT
XENONICS HOLDINGS, INC.
Private Sale of up to $1,000,000 of Convertible
Senior Secured Notes
THIS SUBSCRIPTION AGREEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING
XENONICS HOLDINGS, INC. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED
ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH
THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT
THE USER TO CRIMINAL AND CIVIL LIABILITY.
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK AND IMMEDIATE DILUTION AND MAY BE PURCHASED ONLY BY PERSONS WHO QUALIFY
AS "ACCREDITED SUBSCRIBERS" UNDER RULE 501 (a) OF REGULATION D UNDER THE
SECURITIES ACT.
THIS DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER COMMISSION OR REGULATORY
AUTHORITY, AND HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF
ANY STATES NOR HAS ANY SUCH COMMISSION, AUTHORITY OR ATTORNEY GENERAL DETERMINED
WHETHER IT IS ACCURATE OR COMPLETE OR PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
XENONICS HOLDINGS, INC.
3186 Lionshead Avenue
Carlsbad, CA 92010
June 23, 2014
CONFIDENTIAL SUBSCRIPTION AGREEMENT
INSTRUCTIONS:
Items to be delivered by all Subscribers:
a. One (1) completed and executed Subscription Agreement, including the
Investor Questionnaire.
b. One completed and executed Security Agreement.
c. Payment in the amount of subscription, by wire transfer of funds only.
Wired funds should be directed as follows:
California Bank & Trust
2501 Palomar Airport Rd.
Carlsbad, CA 92011
Routing#: 122232109
For credit to: Xenonics, Inc.
Account #:
THE SUBSCRIBER IS RESPONSIBLE FOR ALL WIRE TRANSFER FEES IMPOSED BY THE
SUBSCRIBER'S BANK.
ALL DOCUMENTS SHOULD BE RETURNED TO:
Sandlapper Securities LLC
Sandlapper Financial Center
29800 Agoura Rd Suite 205
Agoura Hills, CA 91301
Attn.: Scott Ozer
Fax 818 707 7201
In the event investor decides not to participate in this offering please return
this Confidential Subscription Agreement to the address set forth above.
THE FOLLOWING EXHIBITS AND SCHEDULES ARE ANNEXED TO
AND FORM PART OF THIS SUBSCRIPTION AGREEMENT:
DISCLOSURE SCHEDULE
EXHIBIT A:
INVESTOR QUESTIONNAIRE EXHIBIT B:
FORM OF CONVERTIBLE SENIOR
SECURED NOTE EXHIBIT C:
FORM OF SECURITY AGREEMENT EXHIBIT D:
FORM OF
INTERCREDITOR AGREEMENT
2
SUBSCRIPTION AGREEMENT
The undersigned (the "Subscriber" or the "Purchaser") hereby subscribes to
purchase from Xenonics Holdings, Inc., a Nevada corporation (the "Company"),
Senior Secured Notes, on the terms as described herein. The Company is offering
hereby (the "Offering") up to a total aggregate principal amount of $1,000,000
of Senior Secured Convertibles Notes on a "best efforts" basis in the principal
amount of $25,000 (the "Convertible Note").
Article I
SALE OF CONVERTIBLE NOTES
1.1 Sale of Securities; Offering Period
(a) Subject to the terms and conditions hereof and on the basis of the
representations and warranties hereinafter set forth, the Company hereby agrees
to issue and sell to the Subscriber and the Subscriber agrees to purchase from
the