WARRANT AGREEMENT between NITROSECURITY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated as of _________, 2007Warrant Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software • New York
This Warrant Agreement (this “Agreement”), dated as of ___, 2007, is between NitroSecurity, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENT dated , 2007 Paulson Investment Company, Inc.Underwriting Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software • Oregon
Paulson Investment Company, Inc. [As representative of the several underwriters listed on Schedule A hereto.] 811 SW Naito Parkway Portland, Oregon 97204
LOAN AND SECURITY AGREEMENT No. V07208Loan and Security Agreement • August 10th, 2007 • NitroSecurity, Inc. • Illinois
This Loan and Security Agreement (this “Loan Agreement”), made as of July 31, 2007 by and between BlueCrest Capital Finance, L.P. (“Lender”), a Delaware limited partnership with its principal place of business at 225 West Washington Street, Suite 200, Chicago, Illinois 60606, and NitroSecurity, Inc. (“Borrower”), a Delaware corporation with its principal place of business at 230 Commerce Way, Suite 325, Portsmouth, New Hampshire 03801.
NITROSECURITY, INC. Indemnification AgreementIndemnification Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of the [ ] day of [ ], 2007, by and between NitroSecurity, Inc., a Delaware corporation (the “Corporation), and [ ] (the “Indemnitee”), a director or officer of the Corporation.
LEASE between TMT RESTON I & II, INC., as Landlord, and GO2MARKET.COM INCORPORATED, D/B/A NITROSECURITY, as TenantLease Agreement • August 10th, 2007 • NitroSecurity, Inc.
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
NITROSECURITY, INC.Warrant Agreement • August 10th, 2007 • NitroSecurity, Inc. • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
NITROSECURITY, INC. AMENDED AND RESTATED REGISTRATION AGREEMENT DATED AS OF January 12, 2006Registration Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is dated as of January 12, 2006, by and among NitroSecurity, Inc., a Delaware corporation (the “Company”), and the Persons set forth on the signature pages attached hereto (collectively, the “Stockholders”).
LEASE PORTSMOUTH, NHLease Agreement • August 10th, 2007 • NitroSecurity, Inc. • New Hampshire
This Lease shall be for a period of Three (3) years, beginning on July 5, 2004, and ending on July 4, 2007 time being of the essence, unless earlier terminated or extended pursuant to the provisions of this lease.
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • NitroSecurity, Inc. • New Hampshire
This agreement is made as of December 1, 2004, by and between Go2Market.com, Inc. (dba Nitro Data Systems), a Minneapolis corporation (the “Company”), and Howard D. Stewart, the undersigned individual (“Executive”).
NITROSECURITY, INC.Warrant Agreement • August 10th, 2007 • NitroSecurity, Inc. • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS, (2) AN EXEMPTION FROM SUCH ACT AND SUCH STATE LAWS OR (3) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION OR EXEMPTION IS NOT REQUIRED.
SEPARATION AGREEMENTSeparation Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software • Massachusetts
This SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 9, 2007 by and between NitroSecurity, Inc., a Delaware corporation (the “Company”), and Terry B. Christensen (“Mr. Christensen”).
NITROSECURITY, INC. Form of Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanNonstatutory Stock Option Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software
GO2MARKET.COM INCORPORATED INCENTIVE STOCK OPTION AGREEMENT NUMBER 2000/50Incentive Stock Option Agreement • August 10th, 2007 • NitroSecurity, Inc.
This Incentive Stock Option Agreement Number 2000/50 (the “Agreement”) dated October 15, 2004 (the “Grant Date”) is by and between Go2Market.Com Incorporated, a Minnesota corporation (the “Company”), and Howard Stewart (the “Optionee”).
TRANSITION AGREEMENTTransition Agreement • August 10th, 2007 • NitroSecurity, Inc. • Massachusetts
This TRANSITION AGREEMENT is entered into as of February 15, 2006 by and between NitroSecurity, Inc., a Delaware corporation (the “Company”), and Terry B. Christensen (“Mr. Christensen”).
ContractConvertible Note • August 10th, 2007 • NitroSecurity, Inc. • Massachusetts
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS NOTE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS NOTE.
NITROSECURITY, INC. Form of Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive PlanNonstatutory Stock Option Agreement • August 10th, 2007 • NitroSecurity, Inc.
NITROSECURITY, INC. Form of Incentive Stock Option Agreement Granted Under 2007 Stock Incentive PlanIncentive Stock Option Agreement • November 9th, 2007 • NitroSecurity, Inc. • Services-prepackaged software
Tatum, LLC Full-Time Permanent Engagement Resources AgreementFull-Time Permanent Engagement Resources Agreement • August 10th, 2007 • NitroSecurity, Inc. • Delaware
Tatum, LLC (“Tatum”) understands that NitroSecurity, Inc. (the “Company”) desires to hire John Parsons, one of our partners, as an employee of the Company (the “Employee”). The Company acknowledges that the Employee is and will remain a partner in our firm so that he will have access to our firm’s resources for use in his employment with the Company. This Full-Time Permanent Engagement Resources Agreement (this “Resources Agreement”) sets forth the rights of the Company, through the Employee, to use such resources for the benefit of the Company and for the payment for such services. Tatum acknowledges that the Company and the Employee have also entered into an employment agreement, dated on or about the date of this Resources Agreement (the “Employment Agreement”).
NITROSECURITY, INC. Incentive Stock Option Agreement Granted Under 2005 Stock Incentive PlanIncentive Stock Option Agreement • August 10th, 2007 • NitroSecurity, Inc.
July 12, 2007 John Parsons 7 Rosecliff Drive Nashua, NH 03062 Dear John:Employment Agreement • August 10th, 2007 • NitroSecurity, Inc. • New Hampshire
Please allow this letter to serve as the entire agreement between NitroSecurity, Inc. (the “Company”) and you, John Parsons (the “Employee”), with respect to your employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC (“Tatum”), which will benefit the Company in that the Employee will have access to certain Tatum resources.
GO2MARKET.COM INCORPORATED INCENTIVE STOCK OPTION AGREEMENT NUMBER 1999/21Incentive Stock Option Agreement • August 10th, 2007 • NitroSecurity, Inc.
This Incentive Stock Option Agreement Number 1999/21 (“Agreement”) dated January 1, 2004 is by between Go2Market.Com Incorporated, a Minnesota corporation (the “Company”), and Howard Stewart (the “Optionee”).
NITROSECURITY, INC. Form of Incentive Stock Option Agreement Granted Under 2005 Stock Incentive PlanIncentive Stock Option Agreement • August 10th, 2007 • NitroSecurity, Inc.
ContractConvertible Promissory Note • August 10th, 2007 • NitroSecurity, Inc. • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS NOTE.
SUBLEASESublease • August 10th, 2007 • NitroSecurity, Inc. • New Hampshire
This Sublease is made as of the 9th day of November, 2004, by and between Citizens Securities, Inc., a New Hampshire corporation (hereinafter referred to as “Sublandlord”) and Nitro Data Systems, Inc., an Idaho corporation (hereinafter collectively referred to as “Subtenant”) with regard to the following facts.
