FORM OF ESCROW AGREEMENTForm of Escrow Agreement • July 22nd, 2010 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of , 2010, by and among XStream Systems, Inc., a Delaware corporation (the “Company”), W.R. Hambrecht + Co., LLC, a Delaware limited liability company (“Underwriter”, and together with the Company, sometimes referred to individually as “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National Association (the “Escrow Agent”). All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Registration Statement on Form S-1 (File No. 333-163046) (as amended from time to time, the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission.
PROMISSORY NOTEXstream Systems Inc • July 22nd, 2010 • X-ray apparatus & tubes & related irradiation apparatus • Florida
FOR VALUE RECEIVED, XStream System, Inc., a Delaware corporation (the “Borrower”), with principal offices at 10305 102nd Terrace, Suite 101, Sebastian, Florida 32958, hereby promises to pay to the order of Anthony R. Chidoni, an individual, residing at ___________________________________ (the “Lender”), on order, without demand, the principal sum of ten thousand dollars and 00/100 ($10,000.00)(the “Loan”) together with interest on the unpaid principal amount set forth hereunder until all sums due hereunder are paid in full. Unless retired earlier, this Promissory Note (the “Note”) shall mature and the principal sum due hereunder, together with all accrued and unpaid interest thereon and other sums due hereunder, if any, shall become due and payable in full on the closing date of the Borrower’s initial public offering (the “Maturity Date”).
XSTREAM SYSTEMS, INC. 5,000,000 Shares of Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2010 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
XStream Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to 5,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) generating a minimum of $20,000,000 in gross proceeds, to certain investors (collectively, the “Investors”) in its initial public offering. The Company desires to engage you as its exclusive managing underwriter[s] (the “Managing Underwriter”) in connection with such issuance and sale in the Company’s public offering. The Shares are more fully described in the Registration Statement (as hereinafter defined).
PROMISSORY NOTEXstream Systems Inc • July 22nd, 2010 • X-ray apparatus & tubes & related irradiation apparatus • Florida
FOR VALUE RECEIVED, XStream System, Inc., a Delaware corporation (the “Borrower”), with principal offices at 10305 102nd Terrace, Suite 101, Sebastian, Florida 32958, hereby promises to pay to the order of Dennis K. Cummings, an individual, residing at ___________________________________ (the “Lender”), on order, without demand, the principal sum of ten thousand dollars and 00/100 ($10,000.00)(the “Loan”) together with interest payable as set forth hereunder until all sums due hereunder are paid in full. Unless retired earlier, this Promissory Note (the “Note”) shall mature and the principal sum due hereunder, together with all accrued and unpaid interest thereon and other sums due hereunder, if any, shall become due and payable in full on the closing date of the Borrower’s initial public offering (the “Maturity Date”).
