EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of the 1st day of November, 2006, by and between XStream Systems, Inc., a Delaware corporation (“XStream”), and Brian T. Mayo (“Executive”).
FORM OF ESCROW AGREEMENTEscrow Agreement • September 13th, 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 NOTEPromissory Note • July 22nd, 2010 • Xstream Systems Inc • 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 • 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).
AMENDED AND RESTATED SERIES B WARRANT AGREEMENT Dated as of August 27, 2009Warrant Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
THIS AMENDED AND RESTATED SERIES B WARRANT AGREEMENT (this “Agreement”) is entered into as of this 27th day of August, 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Holders from time to time of the Warrants (as defined below) created hereunder.
LICENSE AGREEMENT Between RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY And XSTREAM SYSTEMS, INC. Dated 12/l3/04License Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • New Jersey
THIS AGREEMENT (the “Agreement”) is made and is effective as of the 13th day of December, (the “Effective Date”) by and between RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY, having its statewide Office of Corporate Liaison and Technology Transfer at ASB Annex III, 3 Rutgers Plaza, New Brunswick, NJ 08901-8559, (hereinafter referred to as “Rutgers”), and XStream Systems, Inc., a Delaware corporation, with its principal place of business at 3873 39th Square, Vero Beach, Florida 32960 (hereinafter referred to as “Licensee”).
FIRST AMENDMENT TO AMENDED AND RESTATED SERIES B WARRANT AGREEMENTWarrant Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
THIS FIRST AMENDMENT is entered into as of this 9 day of November, 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Holders from time to time of the Warrants created under the Amended and Restated Series B Warrant Agreement dated as of August 27, 2009 (the “Warrant Agreement”) between the Company and such Holders.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of the 15th day of August, 2009, by and between XStream Systems, Inc., a Delaware corporation (“XStream” or the “Company”)), and Christie Butler (“Executive”).
SERIES D PREFERRED STOCK PURCHASE AGREEMENT Dated as of August 27, 2009 by and among XStream Systems, Inc. and the Investors named hereinSeries D Preferred Stock Purchase Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
SERIES D PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2009, by and among XStream Systems, Inc., a Delaware corporation (the “Company”), and each of the Investors listed on Appendix I hereto (collectively, the “Investors”).
Letter of Intent XStream Systems Collaboration Agreement for SwisslogLetter of Intent • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus
This Letter of Intent confirms the intended relationship between XStream Systems, Inc. (XSI) and Swisslog (SWL). Both XSI and SWL agree to finalize the details of the intended collaboration agreement and attachments on or before September 30, 2009 to be effective.
CONSULTING AGREEMENTConsulting Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
This CONSULTING AGREEMENT (this “Agreement) is made, entered into and effective as of the 3rd day of November, 2005 by and between XStream Systems, Inc., a Delaware corporation (“XStream”), and William E. Mayo (“Consultant”).
Supplier Agreement BETWEEN XStream Systems, Inc. (“XSI”) And Kimball Electronics, Inc. (“Supplier” or “Kimball”)Supplier Agreement • November 12th, 2009 • Xstream Systems Inc
This Supply Agreement (“Agreement”) is made this 6th day of September, 2006, to be effective as of September 6, 2006 (the “Effective Date”) by and between XStream Systems, Inc., a Delaware corporation, with its principal place of business at 3873 39th Square, Vero Beach, FL 32960, together with its affiliates (collectively, “XSI”) and Kimball Electronics, Inc., a Delaware corporation, having its principal place of business at 1600 Royal Street, Jasper, IN 47549 (“Supplier” or “Kimball”).
ContractSales Contracts • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS AGREEMENT (the “Agreement”) is made the 9th day of January 2008, by and between XSTREAM SYSTEMS, INC., a Florida corporation, located at 10305 102nd Terrace, Ste. 101, Sebastian, Florida (the “Company”), and Compass, Engineering Inc. a Massachusetts corporation, located at 1061 Planters Lane, Greensboro, Georgia 30642 (the “Authorized Sales Agent or Field Service Provider”).
FIRST AMENDMENT Dated as of December 19, 2007 to SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007Series a Preferred Stock Purchase Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is dated as of December 19, 2007 by and among XStream Systems, Inc., a Delaware corporation (the “Corporation”), each of the Persons set forth on Exhibit A attached hereto and each other holder of Securities (as hereinafter defined) that may hereafter become bound by the terms of this Agreement (each a “Securityholder” and collectively, the “Securityholders”).
Investor Rights AgreementInvestor Rights Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
This Investor Rights Agreement (this “Agreement”) is made among (i) RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY (“RUTGERS”), (ii) XStream Systems, Inc. (“XStream Systems”), a Delaware corporation, with its principal place of business at 3873 39th Square, Vero Beach, Florida 32960 and (iii) Brian Mayo, Dr. William Mayo, Dr. William Mayo, as trustee of the Irrevocable Trust f/b/o Zachary Mayo and Walter Helfrecht (collectively, the “Founding Shareholders”).
Purchasing Agreement for the XT250 SystemPurchasing Agreement • February 11th, 2010 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
This Agreement is entered into by XStream Systems, Inc., (hereinafter XSI), having its principle office at 10305 10 2nd Terrace, Suite 101, Sabastlan, FL 32958; and Altec Mec cal, Inc. (hereinafter AMI), having its principle office at 223 Cooper Lane, Suite A, Easley, South Carolina 29642.
SECOND AMENDMENT Dated as of May 30, 2008 to SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007Series a Preferred Stock Purchase Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
THIS SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of this 30th day of May, 2008 among XStream Systems, Inc., a Delaware corporation (“Company”), the investors identified as “Third Closing Investors” on Appendix I-C hereto.
TERM LOAN AGREEMENTTerm Loan Agreement • November 12th, 2009 • Xstream Systems Inc • Indiana
This Term Loan Agreement is entered into as of the 6th day of September, 2006 (the “Effective Date”), by and between XStream Systems, Inc., a Delaware corporation (“Borrower”) and Kimball International, Inc., an Indiana corporation (“Kimball”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 14, 2007 by and among XStream Systems, Inc. and the Investors named hereinSeries a Preferred Stock Purchase Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2007, by and among XStream Systems, Inc., a Delaware corporation (the “Company”), and each of the Investors listed in Appendix I hereto (collectively, the “Investors”).
SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT Dated as of August 27, 2009 Among XStream Systems, Inc. and Each of the Securityholders Named HereinSecurityholders’ Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT (this “Agreement”) is dated as of August 27, 2009 by and among XStream Systems, Inc., a Delaware corporation (the “Corporation”), each of the Persons set forth on Exhibit A attached hereto and each other holder of Securities (as hereinafter defined) that may hereafter become bound by the terms of this Agreement (each a “Securityholder” and collectively, the “Securityholders”).
SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT Dated as of August 27, 2009 Among XStream Systems, Inc. and Each of the Securityholders Named HereinSecurityholders’ Agreement • November 12th, 2009 • Xstream Systems Inc • Delaware
THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT (this “Agreement”) is dated as of August 27, 2009 by and among XStream Systems, Inc., a Delaware corporation (the “Corporation”), each of the Persons set forth on Exhibit A attached hereto and each other holder of Securities (as hereinafter defined) that may hereafter become bound by the terms of this Agreement (each a “Securityholder” and collectively, the “Securityholders”).
TERM LOAN AGREEMENTTerm Loan Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Indiana
This Term Loan Agreement is entered into as of the 6th day of September, 2006 (the “Effective Date”), by and between XStream Systems, Inc., a Delaware corporation (“Borrower”) and Kimball International, Inc., an Indiana corporation (“Kimball”).
AMENDED AND RESTATED SERIES C WARRANT AGREEMENT Dated as of August 27, 2009Warrant Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS AMENDED AND RESTATED SERIES C WARRANT AGREEMENT (this “Agreement”) is entered into as of this 27th day of August, 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Holders from time to time of the Warrants (as defined below) created hereunder.
FIRST AMENDMENT TO AMENDED AND RESTATED SERIES B WARRANT AGREEMENTWarrant Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS FIRST AMENDMENT is entered into as of this 9 day of November, 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Holders from time to time of the Warrants created under the Amended and Restated Series B Warrant Agreement dated as of August 27, 2009 (the “Warrant Agreement”) between the Company and such Holders.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • November 12th, 2009 • Xstream Systems Inc • Delaware
This FIRST AMENDMENT (this “Amendment”) is entered into as of this 9 day of November 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Securityholders named in the Second Amended and Restated Securityholders’ Agreement dated as of August 27, 2009 (the “Securityholders’ Agreement”) between the Company and such Securityholders.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of August 27, 2009 by and among XStream Systems, Inc. and the Investors named hereinRegistration Rights Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 27, 2009 by and among XStream Systems, Inc., a Delaware corporation (the “Company”), and the Persons named on Schedule I attached hereto as Investors (individually an “Investor” and collectively the “Investors”).
SETTLEMENT AGREEMENT WITH MUTUAL RELEASESSettlement Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus
The parties to this Settlement Agreement with Mutual Releases (the “Agreement”) are Kimball International, Inc. (“KII”) and Kimball Electronics, Inc. (“KEI”) (KII and KEI are collectively referred to hereinafter as “Kimball”) and XStream Systems, Inc. (“XStream”).
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
This FIRST AMENDMENT (this “Amendment”) is entered into as of this 9 day of November 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Persons named on Schedule I to the Amended and Restated Registration Rights Agreement dated as of August 27, 2009 (the “Registration Rights Agreement”) as Investors (individually an “Investor” and collectively the “Investors”).
LEASELease Agreement • November 12th, 2009 • Xstream Systems Inc
THIS LEASE made and entered into this 25th day of Oct., 2004, by and between J. P. H. Development Corp. (hereinafter “Landlord”) and Xstream Systems (hereinafter “Tenant”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of August 27, 2009 by and among XStream Systems, Inc. and the Investors named hereinRegistration Rights Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 27, 2009 by and among XStream Systems, Inc., a Delaware corporation (the “Company”), and the Persons named on Schedule I attached hereto as Investors (individually an “Investor” and collectively the “Investors”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 14, 2007 by and among XStream Systems, Inc. and the Investors named hereinSeries a Preferred Stock Purchase Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2007, by and among XStream Systems, Inc., a Delaware corporation (the “Company”), and each of the Investors listed in Appendix I hereto (collectively, the “Investors”).
ContractSales Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS AGREEMENT (the “Agreement”) is made the 9th day of January 2008, by and between XSTREAM SYSTEMS, INC., a Florida corporation, located at 10305 102nd Terrace, Ste. 101, Sebastian, Florida (the “Company”), and Remetronix, Inc., a Florida corporation, located at 2190 Northwest Reserve Park Trace, Ste 13, Port Saint Lucie, Florida 34986 (the “Authorized Sales Agent or Field Service Provider”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This FIRST AMENDMENT (this “Amendment”) is entered into as of this 9 day of November 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Securityholders named in the Second Amended and Restated Securityholders’ Agreement dated as of August 27, 2009 (the “Securityholders’ Agreement”) between the Company and such Securityholders.
FIRST AMENDMENT TO SERIES D WARRANT AGREEMENTSeries D Warrant Agreement • November 12th, 2009 • Xstream Systems Inc • Florida
THIS FIRST AMENDMENT is entered into as of this 9 day of November, 2009, between XStream Systems, Inc., a Delaware corporation (the “Company”), and the Holders from time to time of the Warrants created under the Series D Warrant Agreement dated as of August 27, 2009 (the “Warrant Agreement”) between the Company and such Holders.
SECOND AMENDMENT Dated as of May 30, 2008 to SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007Series a Preferred Stock Purchase Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida
THIS SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of this 30th day of May, 2008 among XStream Systems, Inc., a Delaware corporation (“Company”), the investors identified as “Third Closing Investors” on Appendix I-C hereto.
