exv10w27



 





Exhibit 10.27




NITROSECURITY, INC.




AMENDED AND RESTATED




REGISTRATION AGREEMENT




DATED AS OF




January 12, 2006




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 1. Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 2. Demand Registrations
	 	 	3	 
	2.1. Requests for Registration
	 	 	3	 
	2.2. Number of Registrations
	 	 	4	 
	2.3. Priority on Demand Registrations
	 	 	4	 
	2.4. Restrictions on Demand Registrations
	 	 	5	 
	2.5. Selection of Underwriters
	 	 	5	 
	2.6. Other Registration Rights
	 	 	5	 
	 
	 	 	 	 
	Section 3. Piggyback Registrations
	 	 	5	 
	3.1. Right to Piggyback
	 	 	5	 
	3.2. Priority on Piggyback Registrations
	 	 	6	 
	3.3. Selection of Underwriters
	 	 	6	 
	 
	 	 	 	 
	Section 4. Limitations
	 	 	6	 
	4.1. Holdback
	 	 	6	 
	4.2. Cessation of Sales
	 	 	6	 
	4.3. Other Registrations
	 	 	7	 
	4.4. Right to Postpone
	 	 	7	 
	4.5. Right to Defer
	 	 	7	 
	 
	 	 	 	 
	Section 5. Registration Procedures
	 	 	7	 
	5.1. Company Procedures
	 	 	7	 
	5.2. Seller Procedures
	 	 	10	 
	5.3. Inclusion of Information
	 	 	11	 
	 
	 	 	 	 
	Section 6. Registration Expenses
	 	 	11	 
	6.1. Registration Expenses
	 	 	11	 
	6.2. Legal Expenses
	 	 	11	 
	 
	 	 	 	 
	Section 7. Indemnification
	 	 	12	 
	7.1. Company Indemnification
	 	 	12	 
	7.2. Holder Indemnification
	 	 	12	 
	7.3. Resolution of Claims
	 	 	12	 
	7.4. Survival; Contribution
	 	 	13	 
	 
	 	 	 	 
	Section 8. Participation in Underwritten Registrations
	 	 	13	 
	 
	 	 	 	 
	Section 9. Transfer of Registration Rights
	 	 	14	 
	 
	 	 	 	 
	Section 10. Lock-Up Provision
	 	 	14	 






 









 







	 	 	 	 	 
	 	 	Page
	Section 11. Current Public Information; Rule 144A
	 	 	14	 
	 
	 	 	 	 
	Section 12. Rights to Purchase
	 	 	15	 
	12.1. Right to Participate in Certain Sales of Additional Securities
	 	 	15	 
	12.2. Stockholder Acceptance
	 	 	15	 
	12.3. Calculation of Pro Rata Allotment
	 	 	15	 
	12.4. Sale to Third Party
	 	 	15	 
	12.5. Exceptions to Pre-Emptive Rights
	 	 	15	 
	12.6. Assignment of Rights
	 	 	16	 
	 
	 	 	 	 
	Section 13. No Conflict
	 	 	16	 
	 
	 	 	 	 
	Section 14. Termination
	 	 	16	 
	 
	 	 	 	 
	Section 15. Miscellaneous
	 	 	16	 
	15.1. Adjustments Affecting Registrable Securities
	 	 	16	 
	15.2. Remedies
	 	 	16	 
	15.3. Consent to Amendments; Waiver
	 	 	16	 
	15.4. Successors and Assigns
	 	 	17	 
	15.5. Severability
	 	 	17	 
	15.6. Counterparts
	 	 	17	 
	15.7. Descriptive Headings
	 	 	17	 
	15.8. Notices
	 	 	17	 
	15.9. No Third-Party Beneficiaries
	 	 	18	 
	15.10. Entire Agreement
	 	 	18	 
	15.11. Construction
	 	 	19	 
	15.12. Governing Law
	 	 	19	 
	15.13. Attorneys’ Fees
	 	 	19	 
	15.14. Dispute Resolution
	 	 	19	 







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AMENDED AND RESTATED REGISTRATION AGREEMENT




     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”).



     WHEREAS, certain of the Stockholders (the “Existing Stockholders”) hold (i) shares of the
Company’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Series A Preferred
Stock”) and/or (ii) shares of the Company’s Series B Convertible Preferred Stock, $0.01 par value
per share (the “Series B Preferred Stock”), and possess registration rights and other rights
pursuant to a Registration Agreement dated as of February 22, 2005 by and among the Company and the
Existing Stockholders (the “Prior Agreement”);



     WHEREAS, the Company and certain of the Stockholders (the “Series C Purchasers”) have entered
into that certain Series C Convertible Preferred Stock Purchase Agreement of even date herewith
(the “Purchase Agreement”), which provides for, among other things, the purchase by such
Stockholders of the Company’s Series C Convertible Preferred Stock, $0.01 par value per share (the
“Series C Preferred Stock”);



     WHEREAS, in July, November and December 2005, the Company sold Convertible Promissory Notes
(the “Notes”) to certain Stockholders pursuant to a Convertible Note Purchase Agreement dated July
26, 2005, as amended, and pursuant to the Notes, as amended, the outstanding principal amount and
accrued interest thereunder shall convert into shares of Series C Preferred Stock in connection
with the transactions contemplated by the Purchase Agreement;



     WHEREAS, the Company and the Existing Stockholders desire to amend and restate the Prior
Agreement in its entirety and to accept the rights created pursuant hereto in lieu of the rights
created under the Prior Agreement; and



     WHEREAS, to induce the Series C Purchasers to enter into the Purchase Agreement and purchase
shares of Series C Preferred Stock thereunder, the Company and the Existing Stockholders desire to
enter into this Agreement with the Series C Purchasers;



     WHEREAS, Viant Capital LLC and Martinez-Ayme Securities are the holders of warrants to
purchase Series C Preferred Stock and shall become parties to this Agreement for all purposes
except Section 2 and Section 12 hereof and deemed Stockholders; and



     NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



     Section 1. Definitions. Unless otherwise defined herein, all capitalized terms contained
herein have the meanings set forth in the Purchase Agreement. For purposes of this Agreement, the
following terms have the meanings set forth below:



     “Agreement” has the meaning set forth in the preamble.



 









 





     “Common Stock” means the Common Stock, $0.01 par value per share, of the Company.



     “Company” has the meaning set forth in the preamble.



     “Existing Stockholders” has the meaning set forth in the recitals.



     “IPO” means the first underwritten public offering of the Company’s Common Stock under the
Securities Act.



     “Majority Holders” means the holders of a majority of the Registrable Securities.



     “Majority Series C Holders” means the Series C Stockholders holding 66 2/3% of the Series C
Registrable Securities.



     “Person” means 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, and a governmental entity or any department,
agency, or political subdivision thereof.



     “Preferred Stock” means, collectively, the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock.



     “Prior Agreement” has the meaning set forth in the recitals.



     “Purchase Agreement” has the meaning set forth in the recitals.



     “Registrable Securities” means: (a) the Series C Registrable Securities, (b) the Series B
Registrable Securities, (c) the Series A Registrable Securities and (d) the Common Stock held by
the Stockholders at any time. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when a registration statement with respect to the distribution
of such securities shall have been effectively registered by the Company under the Securities Act
and either (A) such securities have been disposed of pursuant to such registration statement or (B)
such registration continues to be effective at the time of inquiry. For purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person
has the right to acquire directly or indirectly such Registrable Securities (upon conversion or
exercise in connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), irrespective of whether such
acquisition has actually been consummated.



     “Registration Expenses” has the meaning set forth in Section 6.1.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and all rules
and regulations promulgated thereunder, or any act, rules or regulations, which replace the
Securities Act or any such rules or regulations.



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     “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and all rules and regulations promulgated thereunder, or any act, rules or regulations, which
replace the Securities Exchange Act or any such rules or regulations.



     “Series A Preferred Stock” has the meaning set forth in the recitals.



     “Series A Registrable Securities” means (a) any Common Stock issued or issuable upon the
conversion of any Series A Preferred Stock held by the Stockholders at any time; and (b) any Common
Stock issued or issuable with respect to the securities referred to in clause (a) by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or any dilutive event.



     “Series B Preferred Stock” has the meaning set forth in the recitals.



     “Series B Registrable Securities” means (a) any Common Stock issued or issuable upon the
conversion of any Series B Preferred Stock held by the Stockholders at any time; and (b) any Common
Stock issued or issuable with respect to the securities referred to in clause (a) by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or any dilutive event.



     “Series C Preferred Stock” has the meaning set forth in the recitals.



     “Series C Registrable Securities” means (a) any Common Stock issued or issuable upon the
conversion of any Series C Preferred Stock held by the Stockholders at any time; and (b) any Common
Stock issued or issuable with respect to the securities referred to in clause (a) by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or any dilutive event.



     “Series C Stockholders” has the meaning set forth in the recitals.



     “Stockholders” has the meaning set forth in the preamble.


Section 2. Demand Registrations.




     2.1. Requests for Registration.




     (a) Subject to the terms and conditions of this Agreement, at any time after the
earlier of (i) January 12, 2008 and (ii) the effective date of the registration statement
filed under the Securities Act in connection with the IPO, either of (i) the Majority
Holders or (ii) the Majority Series C Holders may request that the Company effect the
registration under the Securities Act of all or part of their Registrable Securities (but
not less than 500,000 shares in the aggregate (as adjusted for any stock dividends,
combinations or splits with respect to such securities)) on Form S-1 or any similar
long-form registration statement (each a “Long-Form Registration”).




     (b) At any time after the Company becomes eligible to register Registrable Securities
on Form S-3 or any similar short-form registration statement (each, a “Short-Form
Registration”), any Stockholder may request that the Company effect the



3









 






registration under the Securities Act on a Short-Form Registration of Registrable
Shares having an aggregate value of at least $1,000,000 (based on the then-current public
market price). Long-Form Registrations and Short-Form Registrations are collectively
referred to in this Agreement as “Demand Registrations.”




     (c) Each request for a Demand Registration shall specify the approximate number of
Registrable Securities requested to be registered, the intended method of distribution
thereof, and the anticipated per share price range for such offering. Within 10 days after
receipt of any such request, the Company shall give written notice of such requested
registration to all other Stockholders. Such Stockholders shall have the right, by giving
notice within 30 days after the Company provides its notice, to elect to have included in
such registration all Registrable Securities that such Stockholders have requested to be
registered and included therein (subject to Section 2.3).



     2.2. Number of Registrations. The Company shall not be required to effect (a) more
than one (1) Long-Form Registration at the request of the Majority Holders or (b) more than one (1)
Long-Form Registration at the request of the Majority Series C Holders. The Company shall be
required to effect an unlimited number of Short-Form Registrations. Demand Registrations shall be
Short-Form Registrations whenever the Company is permitted to use any applicable short form. After
the Company has become subject to the reporting requirements of the Securities Exchange Act, the
Company shall use best efforts to make Short-Form Registrations available for the registration
under the Securities Act of Registrable Securities.



     2.3. Priority on Demand Registrations. The Company shall not include in any Demand
Registration any securities that are not Registrable Securities without the prior written consent
of the Majority Holders. If a Demand Registration is an underwritten offering and the managing
underwriter or underwriters advise the Company in writing that, in its or their opinion, the number
of Registrable Securities and, if permitted hereunder, other securities requested to be included in
such offering exceeds the number of Registrable Securities and other securities, if any, that can
be sold without having an adverse effect on the price, timing or distribution of such offering,
then the relative rights to participate in such offering of the holders of Registrable Securities,
the holders of other securities having the right to include such securities in such registration
and the Company shall be in the following order of priority:




FIRST: The holders of Series C Preferred Stock shall be entitled to participate in
the registration with respect to Series C Registrable Securities on a pro rata
basis based on the amount of Series C Registrable Securities held by each such
holder;




SECOND: The holders of Series B Preferred Stock shall be entitled to participate
in the registration with respect to Series B Registrable Securities on a pro rata
basis based on the amount of Series B Registrable Securities held by each such
holder;




THIRD: The holders of Series A Preferred Stock shall be entitled to participate in
the registration with respect to Series A Registrable Securities on a pro rata
basis based on the amount of Series A Registrable Securities held by each such
holder;



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FOURTH: The Company shall be entitled to participate; and then




FIFTH: All holders of other securities having the right to include such securities
in such registration shall be entitled to participate in accordance with the
relative priorities, if any, as shall exist among them.


To the extent any holder of securities of the Company participating in a registration hereunder
elects to sell fewer securities than the number it is entitled to based on the foregoing order of
priority, the other participating holders shall be entitled to increase the number of securities to
be sold by them, subject to the foregoing order of priority, on a pro rata basis based on the
relative number of securities owned by such other participating holders and the remaining number of
securities to be registered; provided, however, that the number of securities which any holder of
securities of the Company will be entitled to sell in any subsequent offering will be determined in
accordance with the order of priority set forth above and shall not be affected by the number of
securities sold by any holder in such prior registration.




     2.4. Restrictions on Demand Registrations.




     (a) The Company shall not be obligated to effect any Demand Registration within 120
days after the effective date of, a previous Demand Registration.




     (b) A registration shall not count as a permitted Long-Form Registration until it has
become effective (unless such Long-Form Registration has not become effective due solely to
the fault of the holders requesting such registration), and no registration shall count as
one of the permitted Long-Form Registrations unless the holders of Registrable Securities
are able to register and sell at least 75% of the Registrable Securities requested to be
included in such registration.



     2.5. Selection of Underwriters. If any offering pursuant to a Demand Registration is
in the form of an underwritten offering, then the holders of a majority of the Registrable
Securities requesting to be registered pursuant to such Demand Registration, subject to the
Company’s approval, which shall not be unreasonably withheld, shall have the right to select the
managing underwriter or underwriters to administer the offering.



     2.6. Other Registration Rights. Except as provided in this Agreement, the Company
shall not grant to any Person the right to request the Company to register any equity securities of
the Company, or any securities convertible or exchangeable into, or exercisable for, such
securities, without the prior written consent of the Majority Holders; provided that the Company
may grant rights to other Persons: (a) that are subordinate to, and not in conflict with, the
rights granted hereunder; and (b) to participate in Piggyback Registrations, so long as such rights
are subordinate to the rights of the holders of Registrable Securities with respect to such
Piggyback Registrations.


Section 3. Piggyback Registrations.




     3.1. Right to Piggyback. Whenever the Company proposes to register any of its
securities under the Securities Act for its own account or for the account of other Persons (other
than a registration that constitutes an IPO or a registration on Form S-4 or Form S-8 or successor



5









 







forms thereto) and the registration form to be used may be used for the registration of
Registrable Securities (“Piggyback Registration”), the Company shall give prompt written notice (in
any event within 10 business days after its receipt of notice of any exercise of demand
registration rights other than under this Agreement) to all holders of the Registrable Securities
of its intention to effect such a registration, and shall include in such registration (subject to
Section 3.2) all Registrable Securities that the Stockholders have requested to be included.



     3.2. Priority on Piggyback Registrations. If a Piggyback Registration is an
underwritten registration on behalf of the Company, and the managing underwriter or underwriters
advise the Company in writing that, in its or their opinion, the number of securities requested to
be included in such registration exceeds the number that can be sold without having an adverse
effect on the price, timing, or distribution of such offering, then the Company shall include in
such registration its securities in the following order of priority: (a) first, 100% of the
securities that the Company proposes to sell for its own account; (b) second, the Series C
Registrable Securities requested to be included in such registration pursuant to Section 3.1, pro
rata among the holders of such Series C Registrable Securities on the basis of the number of such
securities owned by each such holder; (c) third, the Series B Registrable Securities requested to
be included in such registration pursuant to Section 3.1, pro rata among the holders of such Series
B Registrable Securities on the basis of the number of such securities owned by each such holder;
(d) fourth, the Series A Registrable Securities requested to be included in such registration
pursuant to Section 3.1, pro rata among the holders of such Series A Registrable Securities on the
basis of the number of such securities owned by each such holder; and (e) fifth, any other
securities eligible for inclusion in such registration pursuant to Section 3.1.



     3.3. Selection of Underwriters. If any offering pursuant to a Piggyback Registration
is in the form of an underwritten offering, then the Company shall select the underwriter or
underwriters, which shall be of nationally-recognized standing, with the approval of the Board of
Directors of the Company.



Section 4. Limitations.




     4.1. Holdback. Each holder of Registrable Securities agrees not to request any Demand
Registration or effect any public sale or distribution (including sales pursuant to Rule 144 under
the Securities Act) of equity securities of the Company, or any securities convertible into, or
exchangeable or exercisable for, such securities, during the period beginning on the date that is
seven days prior to the effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration in which Registrable Securities are included (except as part of such
underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor
forms thereto), and ending on the date that is 120 days thereafter, unless the underwriter or
underwriters managing the registered public offering otherwise agree.



     4.2. Cessation of Sales.




     (a) Upon receipt of written notice from the Company pursuant to Section 5.1(e), each
holder of Registrable Securities hereby agrees to discontinue the disposition of the
Registrable Securities covered by a registration statement or prospectus until such order
set forth in Section 5.1(e) has been withdrawn or lifted.



6









 






     (b) Upon receipt of written notice from the Company pursuant to Section 5.1(f), each
holder of Registrable Securities hereby agrees to discontinue the disposition of the
Registrable Securities covered by a registration statement or prospectus until such holders:
(i) receive copies of a supplemented or amended prospectus and have been advised in writing
by the Company that such supplemented or amended prospectus may be used; or (ii) are advised
in writing by the Company that the applicable prospectus may be used. If so directed by the
Company, the holders of Registrable Securities shall deliver to the Company all copies then
in such holder’s possession of the prospectus covering such Registrable Securities current
at the time of receipt of notice by the Company.



     4.3. Other Registrations. The Company agrees not to effect any public sale or
distribution of its equity securities, or any securities convertible into, or exchangeable or
exercisable for, such securities, during the period beginning on the date that is seven days prior
to the effective date of any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included (except as part of such underwritten
registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms thereto),
and ending on the date that is 180 days thereafter, unless the underwriter or underwriters managing
the registered public offering otherwise agree.



     4.4. Right to Postpone. Notwithstanding the foregoing, the Company shall not be
obligated to effect a registration pursuant to this Agreement during the period ending on the date
180 days after the effective date of a registration statement pertaining to the IPO.



     4.5. Right to Defer. If at the time of any request to register Registrable Securities
by holders of Registrable Securities pursuant to this Agreement, the Company provides a certificate
signed by the Chief Executive Officer of the Company stating the Company is engaged or has plans to
engage in a registered public offering or is engaged in any other activity which, in the good faith
determination of the Company’s Board of Directors, would be adversely affected by the requested
registration, then the Company may at its option direct that such request be delayed for a period
not in excess of 30 days from the date of such request, such right to delay a request to be
exercised by the Company not more than once in any 12-month period.



Section 5. Registration Procedures.




     5.1. Company Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant thereto the Company
shall as expeditiously as possible:




     (a) prepare and file with the Securities and Exchange Commission a registration
statement with respect to such Registrable Securities and use best efforts to cause such
registration statement to become effective as soon as possible (provided that before filing
a registration statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to the one counsel selected by the holders of a



7









 






majority of the Registrable Securities included in such registration copies of all such
documents proposed to be filed);




     (b) prepare and file (within 60 days, in the case of a request for registration
pursuant to Section 2.1(a)) with the Securities and Exchange Commission such amendments and
supplements to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period of not less
than 120 days (or, if such registration statement is pursuant to a Short-Form Registration,
then for a period that shall be necessary to keep such registration statement effective for
the period that shall be adequate to sell all Registrable Securities covered thereby) and
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such registration
statement; provided, however, that such 120-day period shall be extended for a period of
time equal to the period the Stockholders are required to refrain, at the request of an
underwriter of Common Stock (or other securities) of the Company, from selling any
securities included in such registration;




     (c) furnish to the holders of Registrable Securities being registered such number of
copies of such registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus), and such
other documents as each such holder may reasonably request to facilitate the disposition of
the Registrable Securities owned by such holder;




     (d) use best efforts to register or qualify, if necessary, the Registrable Securities
being registered under such other securities or blue sky laws of such jurisdictions as any
holder of such Registrable Securities reasonably requests and do any and all other acts and
things that may be reasonably necessary or advisable to enable such holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such holder
(provided that the Company shall not be required to: (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify; (ii) subject itself
to taxation in any such jurisdiction; or (iii) consent to general service of process in any
such jurisdiction);




     (e) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such registration
statement for sale in any jurisdiction, use best efforts promptly to obtain the withdrawal
of such order;




     (f) notify each holder of the Registrable Securities included in an offering hereunder,
at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact or omits any
fact necessary to make the statements therein not misleading, and, at the request of any
such holder, the Company shall prepare a supplement or amendment to such prospectus so that,
as thereafter delivered to the purchasers of such



8









 






Registrable Securities, such prospectus shall not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements therein not
misleading;




     (g) cause all such Registrable Securities included in an offering hereunder to be
listed on any national stock exchange on which any Common Stock is listed, or, if the Common
Stock is not listed on any national stock exchange, the Company shall use best efforts to
qualify the Registrable Securities for inclusion on The Nasdaq Stock Market and, if listed
on The Nasdaq Stock Market use its best efforts to secure designation of all such
Registrable Securities covered by such registration statement as a Nasdaq “national market
system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange
Commission or, failing that, to secure The Nasdaq Stock Market’s authorization for such
Registrable Securities and, without limiting the generality of the foregoing, to arrange for
at least two (2) market makers to register as such with respect to such Registrable
Securities with the National Association of Securities Dealers;




     (h) provide a transfer agent and registrar for all Registrable Securities included in
an offering hereunder not later than the effective date of such registration statement;




     (i) enter into such customary agreements (including underwriting agreements in
customary form) and take all such other reasonable actions to expedite or facilitate the
disposition of the Registrable Securities including in an offering hereunder (including
effecting a stock split or a combination of shares);




     (j) make available for inspection at the Company’s principal office (during normal
business hours and upon reasonable notice) by any holder of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration statement, and
any attorney, accountant, or other agent retained by any such holder or underwriter, all
financial and other records, pertinent corporate documents and properties of the Company,
and cause the Company’s officers, directors, employees, and independent accountants to
supply all information reasonably requested by any such holder, underwriter, attorney,
accountant, or agent in connection with such registration statement;




     (k) comply with all applicable rules and regulations of the Securities and Exchange
Commission, and make available to its security holders, as soon as reasonably practicable,
an earnings statement covering the period of at least 12 months beginning with the first day
of the Company’s first full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;




     (l) permit any holder of Registrable Securities included in an offering hereunder which
holder, in the sole and exclusive judgment of such holder, might be deemed to be an
underwriter or a controlling person of the Company, to participate in the preparation of
such registration or comparable statement and to require the insertion therein of material,
furnished to the Company in writing, which in the reasonable judgment of the Company and its
counsel should be included;



9









 






     (m) obtain from its counsel an opinion or opinions in customary form and substance;




     (n) obtain a cold comfort letter from the Company’s independent public accountants in
customary form and covering such matters of the type customarily covered by cold comfort
letters as the holders of a majority of the Registrable Securities being registered
reasonably request (provided that such Registrable Securities constitute at least 10% of the
securities covered by such registration statement);




     (o) notify each selling Stockholder, promptly after the Company receives notice
thereof, of the time when such registration statement has been declared effective or a
supplement to any prospectus forming a part of such registration statement has been filed;




     (p) after such registration statement becomes effective, notify each selling
Stockholder of any request by the Securities and Exchange Commission that the Company amend
or supplement such registration statement or prospectus; and




     (q) take all other actions reasonably necessary to effect the registration of the
Registrable Securities contemplated hereby.



     5.2. Seller Procedures. Each holder of the Registrable Securities that sells
Registrable Securities pursuant to a registration under this Agreement agrees as follows:




     (a) Such holder of the Registrable Securities shall cooperate with the Company as
reasonably requested by the Company in connection with the preparation of the registration
statement covering such holder’s Registrable Securities, and for so long as the Company is
obligated to file and keep effective such registration statement, shall provide to the
Company, in writing, for use in such registration statement, all such information regarding
such holder and its plan of distribution of the Registrable Securities being included in
such registration statement as may be reasonably necessary to enable the Company to prepare
the registration statement and prospectus covering the Registrable Securities, to maintain
the currency and effectiveness thereof, and otherwise to comply with all applicable
requirements of law in connection therewith. Each holder of Registrable Securities that
does not provide such information as promptly as practicable shall not be entitled to have
its Registrable Securities included in the applicable registration statement.




     (b) Such holder of the Registrable Securities shall, with respect to a registration
under this Agreement, advise the Company immediately if such holder knows or becomes aware
of any matter regarding such holder that such holder believes may result in the inclusion in
a prospectus or registration statement of an untrue statement of a material fact or the
omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall assist the Company in preparing and filing with
the Securities and Exchange Commission any amendments or supplements to such prospectus or
registration statement that may be necessary or



10









 






appropriate to permit the prospectus and registration statement to be used under the
Securities Act in connection with the offer and sale of Registrable Securities.




     (c) During such time as such holder may be engaged in a distribution of the Registrable
Securities, such holder shall comply with Regulation M promulgated under the Securities
Exchange Act and pursuant thereto it shall, among other things: (i) not engage in any
stabilization activity in connection with the securities of the Company in contravention of
such regulation; (ii) distribute the Registrable Securities under the registration statement
covering such Registrable Securities solely in the manner described in such registration
statement; and (iii) cease distribution of the Registrable Securities pursuant to such
registration statement upon receipt of written notice pursuant to Section 5.1(e) or Section
5.1(f).



     5.3. Inclusion of Information. If any registration or comparable statement refers to
any holder of Registrable Securities by name or otherwise as the holder of any securities of the
Company and, if in its sole and exclusive judgment, such holder is or might be deemed to be a
controlling person of the Company, such holder shall have the right to require the insertion
therein of language, in form and substance satisfactory to such holder and presented to the Company
in writing, to the effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the Company’s securities covered
thereby and that such holding does not imply that such holder shall assist in meeting any future
financial requirements of the Company.



Section 6. Registration Expenses.




     6.1. Registration Expenses. All expenses incident to the Company’s performance of, or
compliance with, this Agreement, including, all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent certified public
accountants, counsel for the Stockholders as set forth in Section 6.2, underwriters (excluding
discounts and commissions attributable to sales of Registrable Securities) and other Persons
retained by the Company (all such expenses being herein called “Registration Expenses”), shall be
borne by the Company. In addition to the foregoing, the Company shall pay its internal expenses
(including all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any liability
insurance obtained by the Company, and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the Company are then
listed or on The Nasdaq Stock Market.



     6.2. Legal Expenses. In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities covered by such
registration for the reasonable fees and disbursements of one special counsel for the Stockholders
electing to include Registrable Securities in such registration, which counsel shall be chosen by
the Stockholders holding a majority of the Registrable Securities requesting to be included in such
registration. The reimbursement required by this Section 6.2 shall be made by periodic payments
within 10 days of the date on which the Company shall receive bills or invoices therefor.



11









 





Section 7. Indemnification.




     7.1. Company Indemnification. The Company agrees to indemnify and hold harmless, to
the maximum extent permitted by law, each holder of the Registrable Securities, its officers,
directors, employees, agents, and each Person who controls each such holder (within the meaning of
the Securities Act) from and against all losses, claims, damages, liabilities and expenses caused
by any untrue or alleged untrue statement of material fact contained in any registration statement,
prospectus, preliminary prospectus, or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, except: (a) insofar as the same are caused by, or contained in
any information furnished in writing to the Company or any underwriter by, such holder expressly
for use therein or by such holder’s failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same; and (b) amounts paid in settlement of such loss,
claim, damage, liability, and expense if the settlement is effected without the consent of the
Company, which shall not be unreasonably delayed, withheld, or conditioned. In connection with an
underwritten offering, the Company shall indemnify such underwriters, their officers and directors,
and each Person who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders of Registrable
Securities.



     7.2. Holder Indemnification. In connection with any registration statement in which
any holder of Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent permitted by law,
shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors,
employees, agents, and each Person who controls the Company (within the meaning of the Securities
Act) from and against any losses, claims, damages, liabilities, and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the registration statement,
prospectus, preliminary prospectus, or any amendment thereof, or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such holder; provided that the
obligation to indemnify shall be individual to each holder and shall be limited to the amount of
proceeds (net of any Registration Expenses) received by such holder from the sale of Registrable
Securities pursuant to such registration statement.



     7.3. Resolution of Claims. Any Person entitled to indemnification hereunder shall:
(a) give prompt written notice to the indemnifying party of any claim with respect to which it
seeks indemnification; and (b) unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its
consent, which shall not be unreasonably delayed, withheld, or conditioned. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not



12









 







be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment (with
written advice of counsel) of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. The
failure to give notice to the indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any liability to the indemnified party
under this Section 7, to the extent that such failure materially prejudices the indemnifying
party’s ability to defend such action. The failure to give notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 7.



     7.4. Survival; Contribution. The indemnification provided shall be a continuing right
to indemnification with respect to sales of Registrable Securities and shall survive the
registration and sale of any securities by any Person and the expiration or termination of this
Agreement. The indemnification provided under this Agreement shall remain in full force and effect
regardless of any investigation made by, or on behalf of, the indemnified party or any officer,
director, or controlling Person of such indemnified party. Each indemnifying party also agrees to
make such provisions, as are reasonably requested by any indemnified party, for contribution to
such party in the event indemnification is unavailable for any reason; provided, however, that the
amount of such contribution shall reflect the relative fault of the indemnifying party and the
indemnified party. The relative fault of the indemnifying party and the indemnified party shall be
determined with reference to, among other things, whether information was supplied by the
indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent any event giving rise to a claim for
indemnification or contribution; provided, however, that, in any such case, (x) no party will be
required to contribute any amount in excess of the amount of proceeds (net of any Registration
Expenses) received by such party pursuant to such registration statement, and (y) no Person guilty
of fraudulent misrepresentation (with the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation;
and provided further that in no event shall a party’s liability pursuant to this Section 7.4, when
combined with the amounts paid or payable by such party pursuant to Section 7.2, exceed the amount
of proceeds (net of any Registration Expenses) received by such party from the sale of Registrable
Securities pursuant to such registration statement.


Section 8. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder that is underwritten unless such Person: (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements; and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements, and other documents required under the
terms of such underwriting arrangements or reasonably requested by the Company; provided that no
holder of Registrable Securities included in any underwritten registration shall be required to
make any representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder and such holder’s intended method of
distribution.



Section 9. Transfer of Registration Rights. The rights granted hereunder to cause the
Company to register Registrable Securities may be transferred or assigned only: (a) in




13









 







connection
with a transfer or assignment of Registrable Securities; and (b) to an Affiliate of the holder of
Registrable Securities. Each holder of Registrable Securities shall: (i) prior to any transfer or
assignment of rights granted hereunder, cause each prospective transferee or assignee to agree in
writing to be bound by the provisions of this Agreement; and (ii) within a reasonable period
following any transfer or assignment of rights hereunder, cause each transferee or assignee to
furnish to the Company a written notice of such transfer or assignment and the name and address of
such transferee or assignee. For purposes of determining the number of shares of Registrable
Securities held by a partnership or limited liability company, the holdings of the partnership or
limited liability company shall be aggregated together and with the holdings of its partners or
members or retired partners or retired members, and each of their respective transferees and
assignees (including spouses, siblings, lineal descendants, and ancestors who acquire Registrable
Securities by gift, will, or intestate succession).



Section 10. Lock-Up Provision. Upon receipt of a written request by the Company or its
underwriter or underwriters, each of the Stockholders agrees not to effect any public sale,
distribution, or short sale, or grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, or otherwise transfer or dispose
(including sales pursuant to Rule 144 under the Securities Act) of, any Registrable Securities
during the 180-day period beginning on the effective date of the IPO, unless the underwriter or
underwriters managing the public offering otherwise agree. Each Stockholder agrees to execute and
deliver such other agreements as may be reasonably requested by the Company or the underwriter that
are consistent with this section or that are necessary to give further effect hereto. The Company
may impose reasonable stop-transfer instructions with respect to the securities subject to the
foregoing restriction until the end of such 180-day period; provided, however, that all officers
and directors of the Company and each Stockholder holding at least one percent (1%) of the
outstanding Common Stock (assuming the conversion of the Preferred Stock), shall enter into similar
agreements.



Section 11. Current Public Information; Rule 144A. At all times after the Company has
filed a registration statement with the Securities and Exchange Commission pursuant to the
requirements of either the Securities Act or the Securities Exchange Act, the Company shall file,
on a timely basis, all reports required to be filed by it under the Securities Act, the Securities
Exchange Act, and the rules and regulations adopted by the Securities and Exchange Commission
thereunder, and shall take such further action as any Stockholder (so long as the Stockholder holds
any Preferred Stock or Registrable Securities) may reasonably request, all to the extent required
to enable such Stockholder to sell Preferred Stock or Registrable Securities pursuant to: (a) Rule
144 and 144A adopted by the Securities and Exchange Commission under the Securities Act (as such
rules may be amended from time to time) or any similar rules or regulations hereafter adopted by
the Securities and Exchange Commission; or (b) a registration statement on Form S-2 or S-3 (if the
Company is then able to use such form) or any similar registration form hereafter adopted by the
Securities and Exchange Commission. Upon the request of any Stockholder (so long as the
Stockholder holds any Preferred Stock or Registrable Securities), the Company shall promptly supply
such Stockholder and its prospective transferees with all information regarding the Company
required to be delivered in connection with a transfer pursuant to Rule 144A under the Securities
Act (or any similar provision then in force).




14









 







Section 12. Rights to Purchase.




     The following provisions of this Section 12 shall terminate immediately upon a Qualified
Offering (as defined in the Company’s Amended and Restated Certificate of Incorporation, as may be
amended or restated from time to time (the “Certificate of Incorporation”), and shall not apply to
a Qualified Offering.



     12.1. Right to Participate in Certain Sales of Additional Securities. The Company
agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) debt or
equity securities convertible into or exercisable or exchangeable for capital stock of the Company
or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company,
unless the Company first submits a written notice to each Stockholder identifying the terms of the
proposed sale (including price, number or aggregate principal amount of securities and all other
material terms), and offers to each Stockholder (each, an “Offeree”) the opportunity to purchase
its Pro Rata Allotment (as defined below) of the securities (subject to increase for over-allotment
if some Offerees do not fully exercise their rights) on terms and conditions, including price, not
less favorable than those on which the Company proposes to sell such securities to a third party or
parties. The Company’s offer pursuant to this Section 12.1 shall remain open for a period of 30
days following receipt by the Stockholders of such written notice.



     12.2. Stockholder Acceptance. Each Offeree may elect to purchase the securities so
offered by giving written notice thereof to the Company within the applicable 30-day period,
including in such written notice the maximum number of shares of capital stock or other securities
of the Company that the Offeree wishes to purchase, including the number of such shares it would
purchase if one or more other Offerees do not elect to purchase their respective Pro Rata
Allotments.



     12.3. Calculation of Pro Rata Allotment. Each Offeree’s “Pro Rata Allotment” of such
securities shall be based on the ratio which the number of Registrable Securities owned by such
Offeree bears to all of the issued and outstanding shares of Common Stock (assuming the conversion
of the Preferred Stock) as of the date of such written offer. If one or more Offerees do not elect
to purchase their respective Pro Rata Allotment, each of the electing Offerees may purchase such
shares on a pro rata basis, based upon the relative holdings of Registrable Securities of each of
the electing Offerees in the case of over-subscription.



     12.4. Sale to Third Party. Any securities so offered that are not purchased by the
Offerees pursuant to the offer set forth in Section 12.1 above, may be sold by the Company, but
only on terms and conditions not more favorable to the purchaser than those set forth in the notice
to Stockholders, at any time within 60 days following the termination of the above-referenced
30-day period, but may not be sold after such 60-day period without renewed compliance with this
Section 12.



     12.5. Exceptions to Pre-Emptive Rights. Notwithstanding the foregoing, the right to
purchase granted under this Section 12 shall be inapplicable with respect to the issuance of: (i)
securities pursuant to stock splits, stock dividends, or similar transactions; (ii) capital stock
to employees, consultants, officers or directors of the Company pursuant to stock option plans
or restricted stock plans or agreements approved by the Compensation Committee and the Board of
Directors of the Company, up to 65,276,467 shares of Common Stock after January 12, 2006;



15









 





(iii)
securities to financial institutions or lessors in connection with commercial credit arrangements,
equipment financings, commercial property lease transactions or similar transactions approved by
the Board of Directors of the Company; (iv) securities in connection with acquisition transactions
approved by the Board of Directors of the Company; (v) Common Stock upon conversion of the
Preferred Stock; (vi) Common Stock in an underwritten public offering of the Company’s capital
stock pursuant to an effective registration statement under the Securities Act; (vii) securities in
strategic partnership transactions approved by the Board of Directors of the Company; (ix) Common
Stock in any other transaction in which exemption from the provisions of this Section 12.5 is
approved by the affirmative vote of the Majority Holders and (x) shares of Series C Preferred Stock
issued pursuant to the Purchase Agreement.



     12.6. Assignment of Rights. Subject to Section 15.4 hereof, each Offeree shall have
the right to assign its rights under this Section 12 to any transferee of such Offeree’s
Registerable Securities, and shall further have the right to assign and transfer such Offeree’s
right to accept any particular offer under Section 12.1 hereof, and any such transferee shall be
deemed within the definition of an “Offeree” for purposes of this Section 12.


Section 13. No Conflict. The Company hereby represents and warrants to the Stockholders
that the rights granted to the Stockholders under this Agreement do not conflict with any other
rights granted by the Company.



Section 14. Termination. The rights granted to each Stockholder under this Agreement shall
terminate on the later of: (a) five (5) years after the closing of the IPO and (b) 12 months after
such Stockholder is free to sell all of such Stockholder’s Registrable Securities under 
Rule
144(k).



Section 15. Miscellaneous.




     15.1. Adjustments Affecting Registrable Securities. The Company shall not take any
action, or permit any change to occur, with respect to its securities that would adversely affect
the ability of the holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration (including, without
limitation, effecting a stock split or a combination of shares).



     15.2. Remedies. Each holder of the Registrable Securities shall have all rights and
remedies set forth in this Agreement, the Purchase Agreement, the Certificate of Incorporation, and
all of the rights that such holders have under any law. Any Person having any rights under any
provision of this Agreement shall be entitled to enforce such rights specifically, without posting
a bond or other security, to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.



     15.3. Consent to Amendments; Waiver. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended only by a written instrument signed by (a) the Company, (b) the Majority Series C Holders and (c) the Stockholders holding a majority of the
Series B Registrable Securities; provided, however, that in the event any such amendment would
materially and adversely affect the rights of the holders of the Series A Registrable Securities in



16









 







a manner different from the other Stockholders, such amendment shall also be approved by the
Stockholders holding a majority of such securities. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement shall operate as a waiver of such
right, power or privilege, and no single or partial exercise of any such right, power, or privilege
shall preclude any other or further exercise of such or other right, power, or privilege. For
purposes of this Agreement, shares of Registrable Securities held by the Company or any of its
subsidiaries shall not be deemed to be outstanding.



     15.4. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by, or on behalf of, any of the parties hereto
shall bind and inure to the benefit of the respective successors and assigns of the parties hereto
irrespective of whether so expressed. In addition, and irrespective of whether any express
assignment has been made, the provisions of this Agreement that are for the Stockholder’s benefit
as a purchaser or holder of Registrable Securities are also for the benefit of, and enforceable by,
any subsequent holder of such Registrable Securities, provided that such subsequent holder shall
become a party hereto.



     15.5. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.



     15.6. Counterparts. This Agreement may be executed simultaneously in two (2) or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.



     15.7. Descriptive Headings. The descriptive headings of this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.



     15.8. 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 (2) days after
receipt, if given by courier; (b) upon receipt, if given in person or by courier guaranteeing next
day delivery; (c) on the date of transmission, if sent by facsimile (if a business day during
normal 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: President and Chief Executive Officer

Facsimile: (603) 766-8169




17









 







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 a Stockholder:



     To the address set forth on Schedule 1 attached to this Agreement



     A copy of each notice to each Stockholder shall be provided (which will not constitute notice)
to:


Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP

333 West Wacker Drive, Suite 2700

Chicago, Illinois 60606

Attn: Alexander Lourie, Esq.

Facsimile: (312) 984-3115



and



Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

Attn: H. David Henken, Esq.

Facsimile: (617) 523-1231



and



Foley & Lardner LLP

111 Huntington Avenue

26th Floor

Boston, MA 02199

Attn: Susan E. Pravda, Esq.

Facsimile: (617) 342-4001



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




     15.9. No Third-Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any Person other than the Company, the Stockholders, and their respective successors
and permitted assigns.



     15.10. Entire Agreement. This Agreement (including the documents referred to herein)
constitutes the entire agreement among the parties and supersedes all prior understandings,



18









 







agreements, arrangements, or representations by or among the parties, written or oral, that may
have related in any manner to the subject matter hereof, including, without limitation, the Prior
Agreement and that certain letter agreement dated as of November 1, 2005 between the Company and
Ascent.



     15.11. Construction. Any reference to any gender, masculine, feminine or neuter,
shall be deemed to include all genders, masculine, feminine and neuter, unless the context
otherwise requires. The singular shall include the plural, and the plural the singular, as the
context may require. The words “include,” “includes” and “including” shall mean “include, without
limitation,” “includes, without limitation” and “including, without limitation,” respectively. The
words “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and other words of similar import refer
to this Agreement as a whole, including all Exhibits and schedules. Any reference to any federal,
state, local, or foreign statute or law, statute, rule, or regulation will be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires otherwise. Each
party has been represented by its own counsel in connection with the negotiation and preparation of
this Agreement and, consequently, each party hereby waives the application of any rule of law that
would otherwise be applicable in connection with the interpretation of this Agreement, including
any rule of law to the effect that any provision of this Agreement shall be interpreted or
construed against the party whose counsel drafted that provision.



     15.12. Governing Law. This Agreement shall be governed by, and construed and enforced
in accordance with, the substantive laws of the State of Delaware, without regard to the conflicts
of laws principles thereof.



     15.13. Attorneys’ Fees. In the event of any action, arbitration, or suit based upon
or arising out of any actual or alleged breach by any party of any representation, warranty,
covenant, or agreement in this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees and expenses of such action, arbitration, or suit from the other party,
in addition to any other relief ordered by any proper arbitration proceeding or court.



     15.14. Dispute Resolution.




     (a) The parties shall use all commercially reasonable efforts to resolve through
amicable informal negotiations each controversy, disagreement, dispute, or claim between or
among the parties relating to, or arising out of, this Agreement. In the event that the
parties shall not have agreed on a resolution of such controversy, disagreement, dispute, or
claim within 60 days of the beginning of such amicable negotiations, then any of such
parties shall be entitled to demand final and binding arbitration in accordance with this
Section 15.14.




     (b) All disputes, claims, or controversies arising out of or relating to this
Agreement, or any other agreement executed and delivered pursuant to this Agreement, or the
negotiation, validity or performance hereof and thereof or the transactions contemplated
hereby and thereby, that are not resolved by mutual agreement shall be resolved solely and
exclusively by binding arbitration to be conducted before J.A.M.S./Endispute, Inc.
(“J.A.M.S.”) or its successor. The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the



19









 






inducement. The
arbitration shall be held in Boston, Massachusetts before a single arbitrator and shall be
conducted in accordance with the rules and regulations promulgated by J.A.M.S. unless
specifically modified herein.




     (c) The parties covenant and agree that the arbitration shall commence within 120 days
of the date on which a written demand for arbitration is filed by any party hereto. In
connection with the arbitration proceeding, the arbitrator shall have the power to order the
production of documents by each party to the arbitration and, subject to applicable law, any
third-party witnesses. In addition, each party may take up to three depositions as of
right, and the arbitrator may in his or her discretion allow additional depositions upon
good cause shown by the moving party. However, the arbitrator shall not have the power to
order the answering of interrogatories or the response to requests for admission. In
connection with any arbitration, each party shall provide to the other, no later than 14
business days before the date of the arbitration, the identity of all persons who may
testify at the arbitration, a copy of all documents that may be introduced at the
arbitration or considered or used by a party’s witnesses or experts, and a summary of any
expert opinions and the basis for said opinions. The arbitrator’s decision and award shall
be made and delivered within 60 days of the conclusion of the arbitration. The arbitrator’s
decision shall set forth a reasoned basis for any award of damages or finding of liability.
The arbitrator shall not have power to award damages in excess of actual compensatory
damages and shall not multiply actual damages or award punitive damages or any other damages
that are specifically excluded under this Agreement, and each party hereby irrevocably
waives any claim to such damages.




     (d) The parties covenant and agree that they will participate in the arbitration in
good faith and that they will share equally all fees and expenses charged by J.A.M.S.,
except as otherwise provided herein. The parties to the arbitration shall bear their own
attorneys’ fees, costs and expenses in connection with the arbitration, except as otherwise
provided herein. The arbitrator may in his or her discretion assess costs and expenses
(including the reasonable legal fees and expenses of the prevailing party) against any party
to the arbitration. Any party unsuccessfully refusing to comply with an order of the
arbitrator shall be liable for costs and expenses, including attorneys’ fees, incurred by
the other party in enforcing the award.




     (e) The arbitrator shall be entitled to award temporary, preliminary or permanent
injunctive relief, except that in the case of temporary or preliminary injunctive relief any
party may proceed in court without prior arbitration for the limited
purpose of avoiding immediate and irreparable harm. The provisions of this Section
15.14 shall be enforceable in any court of competent jurisdiction.




     (f) Each of the parties hereto irrevocably and unconditionally consents to the
exclusive jurisdiction of J.A.M.S. to resolve all disputes, claims or controversies arising
out of or relating to this Agreement or any other agreement executed and delivered pursuant
to this Agreement or the negotiation, validity or performance hereof and thereof or the
transactions contemplated hereby and thereby and further consents to the jurisdiction of the
courts of Massachusetts for the purposes of enforcing the arbitration provisions of this
Agreement. Each party further irrevocably waives any objection to



20









 






proceeding before
J.A.M.S. based upon lack of personal jurisdiction or to the laying of venue and further
irrevocably and unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S. has been brought in an inconvenient forum. Each of the parties
hereto hereby consents to service of process by registered mail at the address to which
notices are to be given. Each of the parties hereto agrees that its or his submission to
jurisdiction and its or his consent to service of process by mail is made for the express
benefit of the other parties hereto.



[Remainder of Page Intentionally Left Blank]




21









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Agreement as of the date first written above.



	 	 	 	 	 
	 	 	NITROSECURITY, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terry B. Christensen
	 

	 	 	 	 
	 

	 	 	 	Terry B. Christensen
	 

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	ASCENT VENTURE PARTNERS IV-A, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	ASCENT VENTURE MANAGEMENT
	 

	 	 	 	IV-A, LLC, its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C.W. Dick
	 

	 	 	 	 
	 

	 	 	 	C.W. Dick
	 

	 	 	 	Managing Member
	 
	 	 	 	 
	 	 	FA PRIVATE EQUITY FUND IV GMBH & CO. BETEILIGUNGS KG
	 
	 	 	 	 
	 

	 	By:
	 	FA PRIVATE EQUITY MANAGEMENT
	 

	 	 	 	IV, L.L.C., its managing limited partner
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS PRIVATE EQUITY
	 

	 	 	 	MANAGEMENT COMPANY IV, L.L.C.,
	 

	 	 	 	its managing member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS VENTURE
	 

	 	 	 	OPERATIONS AND RESEARCH, L.L.C., its managing member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS CORPORATION, its

manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard S. Smith
	 

	 	 	 	 
	 

	 	 	 	Howard S. Smith
	 

	 	 	 	Managing Director






Signature Page to Amended and Restated Registration Agreement




 









 









	 	 	 	 	 
	 	 	FA PRIVATE EQUITY FUND IV, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FA PRIVATE EQUITY MANAGEMENT
	 

	 	 	 	IV, L.L.C., its general member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS PRIVATE EQUITY
	 

	 	 	 	MANAGEMENT COMPANY IV, L.L.C.,
	 

	 	 	 	its managing member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS VENTURE
	 

	 	 	 	OPERATIONS AND RESEARCH, L.L.C., its managing member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS CORPORATION, its

manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard S. Smith
	 

	 	 	 	 
	 

	 	 	 	Howard S. Smith
	 

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	THE PRODUCTIVITY FUND IV, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS MANAGEMENT 
COMPANY IV, L.L.C.,
its general partner
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS VENTURE

OPERATIONS AND RESEARCH, L.L.C., a member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS CORPORATION, its

manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard S. Smith
	 

	 	 	 	 
	 

	 	 	 	Howard S. Smith

Managing Director






Signature Page to Amended and Restated Registration Agreement




 









 








	 	 	 	 	 
	 	 	THE PRODUCTIVITY FUND IV ADVISORS 
FUND, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS MANAGEMENT 
COMPANY IV, L.L.C.,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS VENTURE
	 

	 	 	 	OPERATIONS AND RESEARCH, L.L.C., a member
	 
	 	 	 	 
	 

	 	By:
	 	FIRST ANALYSIS CORPORATION, its

manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard S. Smith
	 

	 	 	 	 
	 

	 	 	 	Howard S. Smith
	 

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	BROOKLINE VENTURE PARTNERS I, LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ Mark Goodman
	 

	 	 	 	 
	 

	 	 	 	Mark Goodman
	 

	 	 	 	Manager
	 
	 	 	 	 
	 	 	/s/ Gene Rosenberg
	 	 	 
	 	 	Gene Rosenberg
	 
	 	 	 	 
	 	 	/s/ Joseph Goodman
	 	 	 
	 	 	Joseph Goodman
	 
	 	 	 	 
	 	 	/s/ S. Robert Levine
	 	 	 
	 	 	S. Robert Levine
	 
	 	 	 	 
	 	 	THE JENNIFER B. LEVINE TRUST
	 
	 	 	 	 
	 

	 	By:
	 	/s/ S. Robert Levine
	 

	 	 	 	 
	 

	 	 	 	S. Robert Levine
	 

	 	 	 	Trustee






Signature Page to Amended and Restated Registration Agreement




 









 







	 	 	 	 	 
	 	 	/s/ Peter Bishop
	 	 	 
	 	 	Peter Bishop
	 
	 	 	 	 
	 	 	THE PETER P. BISHOP, JR. FAMILY TRUST – 2000
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Samuel C. Sichko
	 

	 	 	 	 
	 

	 	 	 	Samuel C. Sichko

Trustee
	 
	 	 	 	 
	 	 	/s/ Peter Grieve
	 	 	 
	 	 	Peter Grieve
	 
	 	 	 	 
	 	 	/s/ Robert Inches
	 	 	 
	 	 	Robert Inches
	 
	 	 	 	 
	 	 	/s/ Jeffrey Leach
	 	 	 
	 	 	Jeffrey Leach
	 
	 	 	 	 
	 	 	/s/ Gordon Glen Kluzak
	 	 	 
	 	 	Gordon Glen Kluzak
	 
	 	 	 	 
	 	 	/s/ George E. Williamson, II
	 	 	 
	 	 	George E. Williamson, II
	 
	 	 	 	 
	 	 	/s/ Richard G. McKee, Jr.
	 	 	 
	 	 	Richard G. McKee, Jr.
	 
	 	 	 	 
	 	 	/s/ William H. Forshee and /s/ Ileana Forshee
	 	 	 
	 	 	William H. Forshee and Ileana Forshee, Tenants by the Entireties
	 
	 	 	 	 
	 	 	/s/ Raquel O. Lockwood
	 	 	 
	 	 	Raquel O. Lockwood





Signature Page to Amended and Restated Registration Agreement




 









 









	 	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Edward C. Gomez
	 	 	 
	 	 	Edward C. Gomez
	 
	 	 	 	 
	 	 	/s/ John McClure
	 	 	 
	 	 	John McClure
	 
	 	 	 	 
	 	 	/s/ John Gaebe and /s/ Barbara Gaebe
	 	 	 
	 	 	John and Barbara Gaebe, Tenants by the Entireties
	 
	 	 	 	 
	 	 	STEPHEN H. MCKNIGHT, TRUSTEE OF THE STEPHEN H. MCKNIGHT REVOCABLE TRUST
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. McKnight
	 

	 	 	 	 
	 

	 	 	 	Name: Stephen H. McKnight
	 

	 	 	 	Title: Trustee
	 
	 	 	 	 
	 	 	/s/ Stephen H. McKnight
	 	 	 
	 	 	Stephen H. McKnight
	 
	 	 	 	 
	 	 	/s/ Jerry Bengis
	 	 	 
	 	 	Jerry Bengis
	 
	 	 	 	 
	 	 	/s/ Sheldon B. Palley and /s/ Myrna B. Palley
	 	 	 
	 	 	Sheldon B. and Myrna B. Palley, JTWROS
	 
	 	 	 	 
	 	 	/s/ Faye Levine
	 	 	 
	 	 	Faye Levine
	 
	 	 	 	 
	 	 	GBASSOCIATES CAPITAL I, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip Gordon
	 

	 	 	 	 
	 

	 	 	 	Philip Gordon
	 

	 	 	 	Manager






Signature Page to Amended and Restated Registration Agreement



 









 









	 	 	 	 	 
	 
	 	 	 	 
	 	 	TRUNITY, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Craig Hansen
	 

	 	 	 	 
	 

	 	 	 	Name: Crain Hansen
	 

	 	 	 	Title: Manager – Trinity, LLC
	 
	 	 	 	 
	 	 	/s/ Les Anderton
	 	 	 
	 	 	Les Anderton
	 
	 	 	 	 
	 	 	/s/ Dale Casper
	 	 	 
	 	 	Dale Casper
	 
	 	 	 	 
	 	 	LINDQUIST & VENNUM P.L.L.P.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daryle L. Uphoff
	 

	 	 	 	 
	 

	 	 	 	Name: Daryle L. Uphoff
	 

	 	 	 	Title: Managing Partner
	 
	 	 	 	 
	 	 	THE KENNETH R. LEVINE GRAT – 2002 DTD 11/25/02
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Samuel C. Sichko
	 

	 	 	 	 
	 

	 	 	 	Samuel C. Sichko
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	/s/ Allen Gordon
	 	 	 
	 	 	Allen Gordon
	 
	 	 	 	 
	 	 	/s/ Michael T. Fay and /s/ Paula S. Fay
	 	 	 
	 	 	Michael T. and Paula S. Fay
	 
	 	 	 	 
	 	 	/s/ Matthew G. Gruber
	 	 	 
	 	 	Matthew G. Gruber
	 
	 	 	 	 
	 	 	/s/ George E. Williamson, III
	 	 	 
	 	 	George E. Williamson, III





Signature Page to Amended and Restated Registration Agreement





 









 










	 	 	 	 	 
	 	 	VIANT CAPITAL LLC1
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Taylor Smith
	 

	 	 	 	 
	 

	 	 	 	Name: Scott Taylor Smith
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	MARTINEZ-AYME SECURITIES1
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alfredo F. Ayme
	 

	 	 	 	 
	 

	 	 	 	Name: Alfredo F. Ayme
	 

	 	 	 	Title: Senior Vice President








 




			
	1	 	Viant Capital LLC and Martinez-Ayme Securities
shall be consider parties to this Agreement for all purposes hereunder except
that they shall not be entitled to any rights set forth in Section 2 or Section
12.





Signature Page to Amended and Restated Registration Agreement







 










 





Schedule 1




Schedule of Stockholders




	 	 	 
	Name	 	Address
	Ascent Venture Partners IV-A, L.P.

	 	c/o Ascent Venture Partners

255 State Street, 5th Floor

Boston, MA 02109

Attn: C.W. Dick
	 
	 	 
	FA Private Equity Fund IV GMBH &
Co. Beteiligungs KG

	 	c/o First Analysis

One South Wacker Drive

Suite 3900

Chicago, IL 60606

Attn: Howard S. Smith
	 
	 	 
	FA Private Equity Fund IV, L.P.

	 	c/o First Analysis

One South Wacker Drive

Suite 3900

Chicago, IL 60606

Attn: Howard S. Smith
	 
	 	 
	The Productivity Fund IV, L.P.

	 	c/o First Analysis

One South Wacker Drive

Suite 3900

Chicago, IL 60606

Attn: Howard S. Smith
	 
	 	 
	The Productivity Fund IV Advisors
Fund, L.P.

	 	c/o First Analysis

One South Wacker Drive

Suite 3900

Chicago, IL 60606

Attn: Howard S. Smith
	 
	 	 
	Brookline Venture Partners I, LLC

	 	20 William Street, Suite G55

Wellesley, MA 02481
	 
	 	 
	Gene Rosenberg

	 	c/o Howard Katz

Katz and Associates

10 North Main Street

West Hartford, CT 06107
	 
	 	 
	Joseph Goodman

	 	100 Belvidere Street, 6G

Boston, MA 02199






 









 






	 	 	 
	Name	 	Address
	S. Robert Levine

	 	120 Aviation Avenue

Portsmouth, NH 03801
	 
	 	 
	The Jennifer B. Levine Trust

	 	c/o S. Robert Levine

120 Aviation Avenue

Portsmouth, NH 03801
	 
	 	 
	Peter Bishop

	 	36 Ingraham Road

Wellesley, MA 02482
	 
	 	 
	The Peter P. Bishop, Jr. Family
Trust – 2000

	 	c/o Samuel C. Sichko, Trustee

Bowditch & Dewey, LLP

One International Place – 44th Floor

Boston, MA 02110
	 
	 	 
	Peter Grieve

	 	51 Asbury Street

Topsfield, MA 01983
	 
	 	 
	Robert Inches

	 	37 Old Connecticut Path

Wayland, MA 01778
	 
	 	 
	Jeffrey Leach

	 	5 Hewins Farm Road

Wellesley, MA 02481
	 
	 	 
	Gordon Glen Kluzak

	 	770 Boylston Street

Boston, MA 02116
	 
	 	 
	George E. Williamson, II

	 	7815 SW 104 Street

Miami, FL 33156
	 
	 	 
	Richard G. McKee, Jr.

	 	457 Mooring Line Drive

Naples, FL 34102-4744
	 
	 	 
	William H. Forshee and Ileana
Forshee, Tenants by the
Entireties

	 	6100 SW 85th Avenue

Miami, FL 33143
	 
	 	 
	Raquel O. Lockwood

	 	9011 SW 196 Drive

Miami, FL 33156
	 
	 	 
	Edward C. Gomez

	 	4525 Slusser Road

Windsor, CA 95492
	 
	 	 
	John McClure

	 	961 San Pedro Avenue

Coral Gables, FL 33156






 









 







	 	 	 
	Name	 	Address
	John and Barbara Gaebe, Tenants
by the Entireties

	 	3211 Ponce De Leone Boulevard

Suite 201

Coral Gables, FL 33134
	 
	 	 
	Stephen H. McKnight Trustee of
The Stephen H. McKnight 
     Revocable
Trust

	 	U.S. Steel Tower, 58th Floor

600 Grant Street

Pittsburgh, PA 15219

	 
	 	 
	Stephen H. McKnight

	 	11th Floor, Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222
	 
	 	 
	Jerry Bengis

	 	11815 NW 10th Place

Coral Springs, FL 33071-5047
	 
	 	 
	Sheldon B. and Myrna B. Palley,
JTWROS

	 	8365 SW 91st Street

Miami, FL 33156
	 
	 	 
	Faye Levine

	 	c/o Kenneth Levine

125 Rockwood Street

Brookline, MA 02445
	 
	 	 
	GBAssociates Capital I, LLC

	 	c/o Philip Gordon

180 Beacon Street,

Boston, MA 02116

Attn: Philip Gordon
	 
	 	 
	Trunity, LLC

	 	c/o NitroSecurity, Inc.

230 Commerce Way

Suite 325

Portsmouth, NH 03801
	 
	 	 
	Les Anderton

	 	4866 Viewmont Street

Holladay, UT 84117
	 
	 	 
	Dale Casper

	 	124 Cedar Street

White Bear Lake, MN 55110
	 
	 	 
	Lindquist & Vennum P.L.L.P.

	 	4200 IDS Center

80 South Eighth Street

Minneapolis, MN 55402






 









 






	 	 	 
	Name	 	Address
	The Kenneth R. Levine GRAT – 2002
DTD 11/25/02

	 	c/o Samuel C. Sichko, Trustee

Bowditch & Dewey, LLP

One International Place – 44th Floor

Boston, MA 02110
	 
	 	 
	Allen Gordon

	 	P.O. Box 100527

Fort Lauderdale, FL 33310
	 
	 	 
	Michael T. and Paula S. Fay

	 	4900 SW 74 Terrace

Miami, FL 33143
	 
	 	 
	Matthew Gregory Gruber

	 	2401 Eagle Ridge Trail

Stillwater, MN 55082
	 
	 	 
	George E. Williamson, III

	 	Williamson Cadillac

c/o Trae Williamson

7815 SW 104 Street

Miami, FL 33156
	 
	 	 
	Viant Capital LLC

	 	847 Sansome Street, Third Floor

San Francisco, CA 94111

Attn: Scott T. Smith
	 
	 	 
	Martinez-Ayme Securities

	 	10300 Sunset Drive, Suite 380

Miami, FL 33173

Attn: Alfredo F. Ayme






 









 






Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Aureus, LC




	 	 	 	 	 
	Date: January 19, 2007

	 	Signature:
	 	/s/ Les V. Anderton
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	Les V. Anderton, Manager
	 
	 	 	 	 
	 

	 	Address:
	 	P.O. Box 17362
	 

	 	 	 	Holladay, UT 84117
	 
	 	 	 	 
	 

	 	Phone No.:
	 	801-278-0930





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

	 	 
	 

	 	Kenneth Levine	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): B.E.P. Investments Ltd.




	 	 	 	 	 	 	 
	Date: January 15, 2007

	 	Signature:
	 	/s/ Brian E. Peterson	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 	 	 
	 	 	Brian E. Peterson, General Partner
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	P.O. Box 520247	 	 
	 

	 	 	 	Salt Lake city, UT 84152	 	 
	 
	 	 	 	 	 	 
	 

	 	Phone No.:
	 	801-560-3141	 	 





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

	 	 
	 

	 	Kenneth Levine	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Brian E. Peterson IRA




	 	 	 	 	 
	Date: January 15, 2007

	 	Signature:
	 	/s/ Brian E. Peterson
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	P.O. Box 17362
	 

	 	 	 	Holladay, UT 84117
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Phone No.: 801-278-0930
	 
	 	 	 	 
	 	 	Wilson-Davis & Co., Custodian
	 	 	Acct. #027172
	 	 	FBO: Brian E. Peterson, IRA
	 	 	P.O. Box 11587
	 	 	Salt Lake City, UT 84147
	 	 	Tax ID #87-0278784





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Dale Casper




	 	 	 	 	 
	Date: February 5, 2007

	 	Signature:
	 	/s/ Dale Casper
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	124 Cedar Street
	 

	 	 	 	St. Paul, MN 55110
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

	 	 
	 

	 	Kenneth Levine	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Devken Inc.




	 	 	 	 	 
	Date: February 2, 2007

	 	Signature:
	 	/s/ Les V. Anderton
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	Vincent Beatty
	 
	 	 	 	 
	 

	 	Address:
	 	7731 S. Woodridge Drive
	 

	 	 	 	Parkland, FL 33067
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Richard & Martha Ellison




	 	 	 	 	 
	Date: February 27, 2007

	 	Signature:
	 	/s/ Richard Ellison and Martha Ellison
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	1410 Coventry Lane
	 

	 	 	 	Alexandria, VA 22304
	 
	 	 	 	 
	 

	 	Phone No.:
	 	703-751-0743





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Michael and Pavla Fay, JTWROS




	 	 	 	 	 
	Date: February 2, 2007

	 	Signature:
	 	/s/ Michael Fay
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	4900 SW 74th Terrace
	 

	 	 	 	Miami, FL 33143
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): William and Ileana Forshee, TBE




	 	 	 	 	 
	Date: April 26, 2007

	 	Signature:
	 	/s/ William Forshee and Ileana Forshee
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	6100 SW 85th Avenue
	 

	 	 	 	Miami, FL 33143
	 
	 	 	 	 
	 

	 	Phone No.:
	 	305-447-0777





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

	 	 
	 

	 	Kenneth Levine	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 27, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Steven B. Foust




	 	 	 	 	 
	Date: April 26, 2007

	 	Signature:
	 	/s/ Steven B. Foust
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	2805 Xanthus Lane
	 

	 	 	 	Plymouth, MN 55447
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: May 1, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): John & Barbara Gaebe, Tenants by the
Entireties




	 	 	 	 	 
	Date: April 14, 2007

	 	Signature:
	 	/s/ John Gaebe and Barbara Gaebe
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	5870 SW 96th Street
	 

	 	 	 	Miami, FL 33156
	 
	 	 	 	 
	 

	 	Phone No.:
	 	305-663-8853





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 30, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): George E. Williamson, II 2007 Revocable Trust




	 	 	 	 	 
	Date: February 5, 2007

	 	Signature:
	 	/s/ George E. Williamson, II
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	George E. Williamson, II, Trustee
	 
	 	 	 	 
	 

	 	Address:
	 	7815 S.W. 104th Street
	 

	 	 	 	Miami, FL 33156
	 
	 	 	 	 
	 

	 	Phone No.:
	 	305-670-7101





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Jacqueline Rae Gibbons




	 	 	 	 	 
	Date: December 28, 2006

	 	Signature:
	 	/s/ Jacqueline Rae Gibbons
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	11967 Cedar Ridge Circle
	 

	 	 	 	Sandig, UT 84094
	 
	 	 	 	 
	 

	 	Phone No.:
	 	801-571-8453





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Global-Net Marketing Group, Inc.




	 	 	 	 	 
	Date: January 16, 2007

	 	Signature:
	 	/s/ Daniel J. Elling
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	Daniel J. Elling, President
	 
	 	 	 	 
	 

	 	Address:
	 	P.O. Box 390281
	 

	 	 	 	Edina, MN 55439
	 
	 	 	 	 
	 

	 	Phone No.:
	 	612-805-3959





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Faye R. Levine




	 	 	 	 	 
	Date: March 29, 2007

	 	Signature:
	 	/s/ Faye R. Levine
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	3061 Monet Drive, E.
	 

	 	 	 	Palm Beach Gardens, FL 33410
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Raquel O. Lockwood




	 	 	 	 	 
	Date: April 24, 2007

	 	Signature:
	 	/s/ Raquel O. Lockwood
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	9011 SW 196th Drive
	 

	 	 	 	Miami, FL 33157
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
	 	 
	 

	 	Kenneth Levine
Chief Executive Officer	 	 





Date: April 27, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Stephen H. McKnight




	 	 	 	 	 
	Date: January 19, 2007

	 	Signature:
	 	/s/ Stephen H. McKnight
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	1001 Liberty Avenue, 11th Floor
	 

	 	 	 	Pittsburgh, PA 15222
	 
	 	 	 	 
	 

	 	Phone No.:
	 	412-355-2972





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Alvin Z. Meisel




	 	 	 	 	 
	Date: March 29, 2007

	 	Signature:
	 	/s/ Alvin Z. Meisel
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	13362 Deauville Drive
	 

	 	 	 	Palm Beach Gardens, FL 33410
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): John W. Mueller, Jr.




	 	 	 	 	 
	Date: January 17, 2007

	 	Signature:
	 	/s/ John W. Mueller, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	6915 SW 149th Terrace
	 

	 	 	 	Miami, FL 33158
	 
	 	 	 	 
	 

	 	Phone No.:
	 	305-233-5321





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Robin M. Osborn




	 	 	 	 	 
	Date: January 24, 2007

	 	Signature:
	 	/s/ Robin M. Osborn
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	977 Madden Avenue
	 

	 	 	 	San Diego, CA 92154
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Sheldon B. Palley and Myrna B. Palley, Joint
Tenants




	 	 	 	 	 	 	 	 	 
	Date

	 	 	 	 	 	Signature:
	 	/s/ Sheldon B. Palley
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	8365 SW 91st Street
	 

	 	 	 	 	 	 	 	Miami, FL 33156
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Phone No.:
	 	305-642-0592





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: May 7, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Brian E. Peterson




	 	 	 	 	 
	Date: January 15, 2007

	 	Signature:
	 	/s/ Les V. Anderton
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	P.O. Box 520247
	 

	 	 	 	Salt Lake City, UT 84152
	 
	 	 	 	 
	 

	 	Phone No.:
	 	801-560-3141





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007

 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Susan B. Saldana




	 	 	 	 	 
	Date: March 16, 2007

	 	Signature:
	 	/s/ Susan B. Saldana
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	9553 Upland Street
	 

	 	 	 	Spring Valley, CA 91977
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 26, 2007




 









 








Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Richard Sheinberg




	 	 	 	 	 
	Date: April 25, 2007

	 	Signature:
	 	/s/ Richard Sheinberg
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	P.O. Box 2593
	 

	 	 	 	627 Woodside Avenue
	 

	 	 	 	Park City, UT 84606
	 
	 	 	 	 
	 

	 	Phone No.:
	 	435-901-9163 or 435-655-3352





ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007




 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Jeffrey R. Sweet




	 	 	 	 	 
	Date: March 26, 2007

	 	Signature:
	 	/s/ Jeffrey R. Sweet
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	5742 Brazos River Road
	 

	 	 	 	Jones Creek, TX 77542
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007


 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): Karen S. Ybarra




	 	 	 	 	 
	Date: January 31, 2007

	 	Signature:
	 	/s/ Karen S. Ybarra
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	1015 A Avenue #16
	 

	 	 	 	Coronado, CA 92118
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ Kenneth Levine
 

Kenneth Levine
	 	 
	 

	 	Chief Executive Officer	 	 





Date: April 25, 2007


 









 









Joinder Agreement




     By its execution and delivery of this Joinder Agreement, the undersigned hereby joins in,
becomes a party to and agrees to be bound by the terms and conditions of (i) the Amended and
Restated Stockholders Agreement, dated as of January 12, 2006, by and among NitroSecurity, Inc., a
Delaware corporation (the “Company”), the Investors (as defined therein) and the Holders (as
defined therein) (the “Stockholders Agreement”), as an “Investor” thereunder, and (ii) 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”), as a “Stockholder” thereunder.



     The undersigned hereby authorizes this Joinder Agreement to be attached to the Stockholders
Agreement and the Registration Agreement, or counterparts thereof.


Name (as it should appear on the stock certificate): BlueCrest Capital Finance, L.P.




	 	 	 	 	 
	Date: July 31, 2007

	 	Signature:
	 	/s/ Mark King
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name and Title of Person Signing if Purchaser is an Entity:
	 
	 	 	 	 
	 	 	By: BlueCrest Capital Finance GP, LLC, its General Partner
	 	 	       Mark King, Managing Director
	 
	 	 	 	 
	 

	 	Address:
	 	225 West Washington, Suite 200

Chicago, IL 60606
	 
	 	 	 	 
	 

	 	Phone No.:	 	 
	 

	 	 	 	 




ACKNOWLEDGED AND AGREED:



NITROSECURITY, INC.




	 	 	 	 	 
	By:

	 	/s/ John M. Parsons
 

Kenneth Levine
	 	 
	 

	 	Chief Financial Officer	 	 





Date: July 31, 2007