0000950123-09-074380 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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Contract
This 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 Compass, Engineering Inc. a Massachusetts corporation, located at 1061 Planters Lane, Greensboro, Georgia 30642 (the “Authorized Sales Agent or Field Service Provider”).

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LICENSE AGREEMENT Between RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY And XSTREAM SYSTEMS, INC. Dated 12/l3/04
License 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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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SERIES D PREFERRED STOCK PURCHASE AGREEMENT Dated as of August 27, 2009 by and among XStream Systems, Inc. and the Investors named herein
Series 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”).

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FIRST AMENDMENT TO SERIES D WARRANT AGREEMENT
Warrant 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 Series D Warrant Agreement dated as of August 27, 2009 (the “Warrant Agreement”) between the Company and such Holders.

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CONSULTING AGREEMENT
Consulting 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”).

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FIRST AMENDMENT Dated as of December 19, 2007 to SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007
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”).

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Investor Rights Agreement
Investor 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”).

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SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT Dated as of August 27, 2009 Among XStream Systems, Inc. and Each of the Securityholders Named Herein
Securityholders’ 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”).

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TERM LOAN AGREEMENT
Term 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”).

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AMENDED AND RESTATED SERIES C WARRANT AGREEMENT Dated as of August 27, 2009
Series C Warrant 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED SERIES B WARRANT AGREEMENT
Warrant 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.

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Letter of Intent XStream Systems Collaboration Agreement for Swisslog
Xstream Systems Inc • December 31st, 2009 • 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.

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SETTLEMENT AGREEMENT WITH MUTUAL RELEASES
Settlement Agreement With Mutual Releases • 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”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of August 27, 2009 by and among XStream Systems, Inc. and the Investors named herein
Registration 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”).

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 14, 2007 by and among XStream Systems, Inc. and the Investors named herein
Series 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”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT
Securityholders’ 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.

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SECOND AMENDMENT Dated as of May 30, 2008 to SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007
Warrant 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.

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Supplier Agreement BETWEEN XStream Systems, Inc. (“XSI”) And Kimball Electronics, Inc. (“Supplier” or “Kimball”)
Supply Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus

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”).

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SERIES D WARRANT AGREEMENT Dated as of August 27, 2009
Series D Warrant Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • Florida

THIS SERIES D 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.

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AMENDED AND RESTATED SERIES B WARRANT AGREEMENT Dated as of August 27, 2009
Series B Warrant Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2009 • Xstream Systems Inc • X-ray apparatus & tubes & related irradiation apparatus • 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”).

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