Sample Business Contracts

NITROSECURITY, INC.

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.

WARRANT TO PURCHASE SERIES C CONVERTIBLE PREFERRED STOCK

STOCK PURCHASE WARRANT

To Purchase Shares

of Series C Convertible Preferred Stock of

NITROSECURITY, INC.

July 31, 2007

     THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, BLUECREST CAPITAL FINANCE, L.P. or its lawful assignee (the "Holder") is entitled to purchase from NITROSECURITY, INC., a Delaware corporation (the "Company"), at any time, and from time to time, during the Exercise Period (as defined below) all or any portion of 142,858 shares of the Company's Series C Convertible Preferred Stock, par value $0.01 per share ("Series C Preferred Stock"), at an exercise price of $1.40 per share, as adjusted from time to time herein (the "Exercise Price"). The shares purchasable upon exercise of this Warrant as adjusted from time to time pursuant to the provisions of this Warrant are hereinafter referred to as the "Shares."

     1. Issuance of Shares.

          (a) Conversion. The Company's Series C Preferred Stock is subject to automatic conversion to Common Stock ("Automatic Conversion") pursuant to the automatic conversion provisions of Article IV, Section A.5(b) of the Amended and Restated Certificate of Incorporation of the Company upon the occurrence of certain events. Should Automatic Conversion occur, then this Warrant shall no longer constitute a warrant to purchase Series C Preferred Stock, and instead (i) this Warrant shall automatically become a warrant to purchase that number of shares of the Company's Common Stock into which the shares of Series C Preferred Stock which previously were available under this Warrant would be converted as of the date of the Automatic Conversion event, and (ii) the Exercise Price for the purchase of Common Stock under this Warrant shall be adjusted to equal the lower of $1.40 per share or the conversion price at which the outstanding Series C Preferred Stock was converted to Common

Stock in the Automatic Conversion event, provided that in no event shall the aggregate Exercise Price hereunder be decreased.

     2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term (the "Exercise Period") commencing on the date hereof and ending upon the earlier of (i) 5:00 p.m. Eastern Time on July 31, 2012, (ii) a Company Sale (as defined in the Company's Amended and Restated Certificate of Incorporation, as further amended and/or restated from time to time (the "Charter")) and (iii) a Qualified Offering (as defined in the Charter). The Company shall provide written notice of a Company Sale or a Qualified Offering at least 15 days prior to the occurrence of such event.

     3. Method of Exercise.

          (a) Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

               (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and

               (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased, payable (A) in cash, by certified or official bank check, or by wire transfer of the aggregate Exercise Price for the number of Shares being purchased or (B) by surrender to the Company for cancellation of shares of the Company's Common Stock having a Market Price (as defined below) on the date of exercise equal to the aggregate Exercise Price for the number of Shares being purchased. The term "Market Price" shall mean the average closing price of a share of the Company's Common Stock for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period in the over-the-counter market or, if the shares of Common Stock are not publicly traded, the Market Price for such day shall be the fair market value thereof determined by the Board of Directors of the Company in good faith.

         (b) Effectiveness. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificates for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificates.

         (c) Delivery of Shares. As soon as practicable (but no later than 10 business days) after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

               (i) a certificate or certificates for the number of Shares to which such Holder shall be entitled, and

               (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal (without giving effect to any adjustment therein) to the number of such Shares called for on the face of this Warrant minus the number of Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above.

     4. Net Exercise. In lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a "Net Exercise"). A Holder who Net Exercises shall have the rights described in Sections 3(b) and 3(c) hereof, and the Company shall issue to such Holder a number of Shares computed using the following formula:

     Where

		X =		The number of Shares to be issued to the Holder.
		Y =		The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
		A =		The Market Price of one Share (a "Conversion Share") (at the date of such calculation).
		B =		The Exercise Price (as adjusted to the date of such calculation).

     5. Registration Rights. The Holder shall have piggyback registration rights as set forth in the Amended and Restated Registration Agreement, dated as of January 12, 2006, by and among the Company and the Stockholders (as defined therein) (the "Registration Agreement"). The Holder shall execute a Joinder Agreement for purposes of becoming a party to the Registration Agreement for all purposes thereunder, except that the Holder shall not be entitled to any of the rights set forth in Sections 2 or 12 of the Registration Agreement.

     6. Covenants of the Company.

          (a) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution the Company shall mail to the Holder, at least 10 days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

          (b) Covenants as to Exercise Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series C Preferred Stock to provide for the exercise of the rights represented by this Warrant and shares of common stock issuable upon conversion of any Series C Preferred Stock. If at any time during the Exercise Period the number of authorized but unissued shares of Series C Preferred Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series C Preferred Stock to such number of shares as shall be sufficient for such purposes.

     7. Adjustments in the Event of Subdivisions, Combinations, etc. The above provisions are, however, subject to the following:

          (a) Subdivision or Combination. In case the Company shall at any time hereafter subdivide (by any stock split, stock dividend, recapitalization or otherwise) or combine the outstanding shares of Series C Preferred Stock or declare a dividend payable in Series C Preferred Stock, the exercise price of this Warrant in effect immediately prior to the subdivision, combination or record date for such dividend shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend, and each Share purchasable upon exercise of the Warrant shall be changed to the number determined by dividing the then current Exercise Price by the Exercise Price as adjusted after the subdivision, combination, or dividend.

          (b) Reorganization, Reclassification or Consolidation. If a Corporate Transaction shall be effected in such a way that holders of Company capital stock shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Company capital stock, then, as a condition of such Corporate Transaction, lawful and adequate provision (in form and substance satisfactory to the Holder) shall be made whereby the Holder shall hereafter have the right to acquire and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Shares immediately theretofore acquirable and receivable upon the exercise by the Holder of this Warrant had such Corporate Transaction not taken place. In any such case, appropriate provisions (in form and substance satisfactory to the Holders of the Warrants representing at least a majority of the Shares obtainable upon exercise of all Warrants then outstanding) shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of Shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such Corporate Transaction, unless prior to the consummation thereof the successor Person (if other than the Company) resulting from such consolidation or merger, or the Person purchasing such

assets, shall assume by written instrument (in form and substance satisfactory to the Holders of Warrants representing at least a majority of the Shares obtainable upon exercise of all of the Warrants then outstanding), the obligation to deliver to each Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to acquire. For purposes of this Warrant, the term "Corporate Transaction" shall mean any capital reorganization or reclassification of the capital stock of the Company (not including any subdivision or combination contemplated by Section 7(a) above), or consolidation or merger of the Company with another Person that does not constitute a Company Sale. The term "Person" shall mean an individual, a general or limited partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency.

          (c) Notice. Upon any adjustment of the Exercise Price, then and in each such case, the Company shall give written notice thereof to the Holder, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

          (d) Additional Adjustment. In addition to the other provisions of this Section 7, the Shares are convertible into shares of Common Stock of the Company in accordance with the terms and conditions of the Charter. The number of shares of Common Stock issuable upon conversion of the Shares are subject to adjustment as indicated in the Charter.

     8. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

     9. No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and, except as otherwise provided in this Warrant, such Holder shall not be entitled to any stockholder notice or other communication concerning the business or affairs of the Company. Notwithstanding the foregoing, the Company shall provide the Holder with such financial statements and other business information that it provides to all holders of Series C Preferred Stock.

     10. Stockholders Agreement. Upon exercise of this Warrant, in whole or in part, the Holder shall become a party to the Amended and Restated Stockholders Agreement, dated as of January 12, 2006, by and among the Company and certain of its stockholders (as may be further amended and/or restated from time to time) by delivering a counterpart signature page thereto.

     11. Transfer of Warrant.

          (a) This Warrant and the Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), (ii) such transfer is exempt from the registration requirements of the Act or (iii) the Company shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such registration or exemption is not required. If the Holder relies on (ii) above, and if it is reasonable under the circumstances, the Company may require an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Holder which is an entity to a wholly-owned subsidiary of such entity, a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 11, (ii) a transfer to an affiliate of the Holder which is also an accredited investor as defined under Rule 501 of the Act, provided that the transferee agrees in writing to be subject to the terms of this Section 11 or (iii) a transfer made in accordance with Rule 144 under the Act.

          (b) Each certificate representing Shares shall bear a legend substantially in the following form:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated except pursuant to (i) registration in compliance with such Act, (ii) an exemption from such Act or (iii) an opinion of counsel reasonably satisfactory to the Company to the effect that such registration or exemption is not required."

and any other legends required by law.

     The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

          (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

          (d) Subject to the provisions of this Section 11, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed Assignment Form in the form attached hereto at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

     12. Representations of the Holder. The initial Holder represents and warrants to the Company as follows:

          (a) Investment. It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the Shares, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.

          (b) Accredited Investor. The Holder is an "accredited investor" as defined in Rule 501(a) under the Act.

          (c) Experience. The Holder has made such inquiry concerning the Company and its business and personnel as it has deemed appropriate; and the Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company.

     13. Representations of the Company. The Company represents and warrants to the Holder as follows:

          (a) Authorization. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Warrant. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the due authorization, execution and delivery of this Warrant by the Company and the performance by the Company of its obligations hereunder. This Warrant has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights. The shares of Series C Preferred Stock issuable upon exercise of this Warrant and the shares of Common Stock of the Company issuable upon conversion of such shares of Series C Preferred Stock have been duly and validly authorized and reserved for issuance by the Company.

          (b) Compliance with Other Instruments. The authorization, execution and delivery of this Warrant by the Company, the consummation of the transactions contemplated hereby and the performance by the Company of its obligations hereunder will not (i) violate any judgment, order, decree, injunction, law or regulation applicable to the Company; (ii) violate any term or provision of the Charter or the Company's by-laws; (iii) violate, or result in a breach or default under, any other agreement or instrument to which the Company is a party or by which it is bound or to which its properties or assets are subject, except for such violations, breaches or defaults which, individually or in the aggregate, will not result in a material adverse effect upon the business operations, properties, assets, business prospects, results of operations or condition (financial or otherwise) of the Company, the enforceability of any material provision of this Warrant or the ability of the Holder to enforce its rights and remedies under this Warrant; or (iv) result in the creation of any lien, claim or other encumbrance on any of the property or other assets of the Company.

          (c) Valid Issuance of Preferred and Common Stock. The shares of Series C Preferred Stock, when issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with all applicable federal and state securities laws, and none of such shares will be in violation of any preemptive rights of any person granted by the Company. The issuance and delivery of the shares of Common Stock of the Company that are issuable upon conversion of the Series C Preferred Stock, if any, when issued and delivered upon such conversion in accordance with the terms of Series C Preferred Stock, will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with all applicable federal and state securities laws, and none of such shares of Common Stock will be in violation of any preemptive rights of any person granted by the Company.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).

     15. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

     16. Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

     17. Notices. Any notice, request, instruction, or other document to be given hereunder shall be in writing and shall be deemed to have been given: (a) two days after receipt, if given by courier; (b) upon receipt, if given in person; (c) on the date of transmission, if sent by facsimile or email (if sent during business hours; otherwise, on the next succeeding business day); or (d) seven days after being deposited in the mail, certified or registered mail, postage prepaid, as follows:

If to the Company:

NitroSecurity, Inc.
230 Commerce Way, Suite 325
Portsmouth, NH 03801
Attn: Chief Executive Officer
Facsimile: (603) 766-8169

With a copy (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Philip P. Rossetti, Esq.
Facsimile: (617) 526-5000

If to Holder:

BlueCrest Capital Finance, L.P.
225 West Washington, Suite 200
Chicago, Illinois 60606
Attn: Mark King
Facsimile: (312) 443-0126

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

     18. Entire Agreement. This Warrant (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes all prior understandings, agreements, arrangements or representations by or among the parties, written or oral, that may have related in any manner to the subject matter hereof.

     19. Taxes. The Company shall pay any and all taxes and other governmental charges which may be payable in respect of the issuance of the Shares, provided, however, that in no case will the Company pay any taxes relating to income to the Holder resulting from the issuance or exercise of this Warrant.

     20. Loss of Warrant. Upon receipt by the Company of satisfactory evidence of the loss, theft, destruction or mutilation of this Warrant and either (in the case of loss, theft or destruction) reasonable indemnification and a bond satisfactory to the Company if requested by the Company or (in the case of mutilation) the surrender of this Warrant for cancellation, the Company will execute and deliver to the Holder, without charge, a new Warrant of like denomination.

     21. No Inconsistent Agreements. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holder of this Warrant or otherwise conflicts with the provisions hereof. The rights granted to the Holder hereunder do not in any way conflict with the rights granted to holders of the Company's securities under any other agreements, except rights that have been waived.

     22. Amendments and Waivers. The amendment or waiver of any term of this Warrant may only be effected by written agreement of the Holder.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Warrant as of the date first written above.

		NITROSECURITY, INC.
		By:		/s/ John M. Parsons   John M. Parsons
				Chief Financial Officer

ACKNOWLEDGED AND AGREED:

BLUECREST CAPITAL FINANCE, L.P.

By:		BlueCrest Capital Finance GP, LLC,
		its General Partner
By:		/s/ Mark King   Name: Mark King
		Title: Managing Director

NOTICE OF EXERCISE

NitroSecurity, Inc.
Attention: Corporate Secretary

     The undersigned hereby (a) elects to purchase pursuant to the provisions of Section 3(a) of the Warrant ___ shares of Series C Preferred Stock pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price of such shares in full, together with all applicable transfer taxes, if any or (b) elects to exercise this Warrant for the purchase of ___ shares of Series C Preferred Stock, pursuant to the provisions of Section 4 of the attached Warrant.

     Please issue a certificate or certificates representing said shares of Series C Preferred Stock in the name of the undersigned or in such other name as has been specified below.

						HOLDER:
Date:						By:
						Address:

Name in which shares should be registered:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute
this form and supply required information.
Do not use this form to purchase shares.)

     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
(Please Print)
Address:
(Please Print)

Dated:
Holder’s
Signature:
Holder’s
Address:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant. Officers of corporations and those acting in a fiduciary or other representative capacity should provide proper evidence of authority to assign the foregoing Warrant.