FORM OF ESCROW AGREEMENTForm of Escrow Agreement • August 6th, 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.
XSTREAM SYSTEMS, INC. 5,000,000 Shares of Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 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).
