exv10w12



 





Exhibit 10.12


Schedule of Warrant Holders and Material Terms




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Issuance Date	 	 	Shares	 	 	Exercise Price	 	 	Expiration Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Larry Oppegaard
	 	 	3/29/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	Scott Anderson
	 	 	3/29/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	3/29/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	3/29/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Ralph Strangis
	 	 	3/29/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Mark Berlin
	 	 	3/29/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	Larry Oppegaard
	 	 	7/31/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	Scott Anderson
	 	 	7/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	7/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	7/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Ralph Strangis
	 	 	7/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Mark Berlin
	 	 	7/31/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	3/29/2002	 	 	 	2,500	 	 	$	0.60	 	 	 	3/9/2009	 
	Larry Oppegaard
	 	 	3/29/2002	 	 	 	2,675	 	 	$	0.60	 	 	 	3/9/2009	 
	Lindquist & Vennum P.L.L.P.
	 	 	12/16/2002	 	 	 	8,000	 	 	$	12.50	 	 	 	12/16/2007	 
	Larry Oppegaard
	 	 	12/31/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	Scott Anderson
	 	 	12/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	12/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	12/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Ralph Strangis
	 	 	12/31/2002	 	 	 	1,000	 	 	$	0.60	 	 	 	3/9/2009	 
	Mark Berlin
	 	 	12/31/2002	 	 	 	250	 	 	$	0.60	 	 	 	3/9/2009	 
	John McClure
	 	 	4/15/2003	 	 	 	1,250	 	 	$	10.00	 	 	 	4/15/2008	 
	Allen Gordon
	 	 	4/15/2003	 	 	 	500	 	 	$	10.00	 	 	 	4/15/2008	 
	George E. Williamson
	 	 	4/4/2003	 	 	 	2,500	 	 	$	10.00	 	 	 	4/4/2008	 
	Stephen H. McKnight, Trustee of
the Stephen H. McKnight
Revocable Trust
	 	 	4/8/2003	 	 	 	2,500	 	 	$	10.00	 	 	 	4/8/2008	 
	J & M Holding, Inc.
	 	 	8/25/2003	 	 	 	1,250	 	 	$	10.00	 	 	 	4/15/2008	 
	Dynamic Value Partners, Ltd.
	 	 	11/11/2003	 	 	 	2,500	 	 	$	10.00	 	 	 	11/11/2008	 
	Richard G. McGee, Jr.
	 	 	11/11/2003	 	 	 	1,000	 	 	$	10.00	 	 	 	11/11/2008	 
	John W. Mueller, Jr.
	 	 	11/26/2003	 	 	 	2,500	 	 	$	10.00	 	 	 	11/26/2008	 
	Johnnie Mae Thomas
	 	 	12/11/2003	 	 	 	1,250	 	 	$	10.00	 	 	 	12/11/2008	 
	William Cox
	 	 	1/16/2004	 	 	 	1,250	 	 	$	10.00	 	 	 	1/16/2009	 
	John Gaebe and Barbara Gaebe,
Tenants by Entireties
	 	 	1/20/2004	 	 	 	1,250	 	 	$	10.00	 	 	 	1/20/2009	 
	James Leone
	 	 	3/29/2002	 	 	 	500	 	 	$	0.60	 	 	 	3/9/2009	 
	James Leone
	 	 	7/31/2002	 	 	 	500	 	 	$	0.60	 	 	 	3/9/2009	 
	James Leone
	 	 	12/31/2002	 	 	 	500	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	6/30/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	6/30/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 






 








 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Issuance Date	 	 	Shares	 	 	Exercise Price	 	 	Expiration Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ralph Strangis
	 	 	6/30/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	Scott Anderson
	 	 	6/30/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	James Leone
	 	 	6/30/2003	 	 	 	375	 	 	$	0.60	 	 	 	3/9/2009	 
	Mark Berlin
	 	 	6/30/2003	 	 	 	187	 	 	$	0.60	 	 	 	3/9/2009	 
	Larry Oppegaard
	 	 	6/30/2003	 	 	 	187	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	12/31/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	Richard Ostlund
	 	 	12/31/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	Ralph Strangis
	 	 	12/31/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	Scott Anderson
	 	 	12/31/2003	 	 	 	750	 	 	$	0.60	 	 	 	3/9/2009	 
	James Leone
	 	 	12/31/2003	 	 	 	375	 	 	$	0.60	 	 	 	3/9/2009	 
	Mark Berlin
	 	 	12/31/2003	 	 	 	187	 	 	$	0.60	 	 	 	3/9/2009	 
	Larry Oppegaard
	 	 	12/31/2003	 	 	 	187	 	 	$	0.60	 	 	 	3/9/2009	 
	Samuel Kaplan
	 	 	10/11/2004	 	 	 	750	 	 	$	0.60	 	 	 	10/11/2009	 
	Richard Ostlund
	 	 	10/11/2004	 	 	 	750	 	 	$	0.60	 	 	 	10/11/2009	 
	Ralph Strangis
	 	 	10/11/2004	 	 	 	750	 	 	$	0.60	 	 	 	10/11/2009	 
	Scott Anderson
	 	 	10/11/2004	 	 	 	750	 	 	$	0.60	 	 	 	10/11/2009	 
	James Leone
	 	 	10/11/2004	 	 	 	375	 	 	$	0.60	 	 	 	10/11/2009	 
	Mark Berlin
	 	 	10/11/2004	 	 	 	187	 	 	$	0.60	 	 	 	10/11/2009	 
	Larry Oppegaard
	 	 	10/11/2004	 	 	 	187	 	 	$	0.60	 	 	 	10/11/2009	 
	Elizabeth Greenwood
	 	 	1/13/2003	 	 	 	2,500	 	 	$	10.00	 	 	 	1/13/2008	 
	Mark Sole d/b/a Sole & Associates
	 	 	2/8/2005	 	 	 	2,885	 	 	$	12.50	 	 	 	2/8/2010	 
	William Bigler
	 	 	10/5/2004	 	 	 	250	 	 	$	12.00	 	 	 	10/5/2009	 
	Samuel Kaplan
	 	 	12/31/2004	 	 	 	750	 	 	$	0.60	 	 	 	12/31/2009	 
	Richard Ostlund
	 	 	12/31/2004	 	 	 	750	 	 	$	0.60	 	 	 	12/31/2009	 
	Ralph Strangis
	 	 	12/31/2004	 	 	 	750	 	 	$	0.60	 	 	 	12/31/2009	 
	Scott Anderson
	 	 	12/31/2004	 	 	 	750	 	 	$	0.60	 	 	 	12/31/2009	 
	James Leone
	 	 	12/31/2004	 	 	 	375	 	 	$	0.60	 	 	 	12/31/2009	 
	Mark Berlin
	 	 	12/31/2004	 	 	 	187	 	 	$	0.60	 	 	 	12/31/2009	 
	Larry Oppegaard
	 	 	12/31/2004	 	 	 	187	 	 	$	0.60	 	 	 	12/31/2009	 







 









 





NITROSECURITY, INC.




Form of Warrant to Purchase Common Stock




Warrant No.                     



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION IN
COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.




WARRANT




To Purchase Securities of




NitroSecurity, Inc.




                                        



(date)




     THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby
acknowledged,                                         , or his/her lawful assignee (the “Holder”) is entitled to
subscribe for and purchase from NitroSecurity, Inc., a Minnesota corporation (herein call the
“Company”), at any time to and including                                         , (the “Expiration Date”) securities
of the Company as set forth below.



     WHEREAS, the Holder is a guarantor of a Loan Agreement between the Company and Associated Bank
and previously received Warrants from the Company in connection with such guarantee;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties do hereby agree as follows:



     1. Exercise.



     (a) This
Warrant may be exercised for the purchase of up to                      shares of the Common
Stock of the Company (“Common Stock”). The exercise price for each share of Common Stock covered
by this Warrant shall be $                    .



          (b) The rights represented by this Warrant may be exercised by the holder hereof, in whole or
in part (but not as to a fractional share), by written notice of exercise


 









 







delivered to the Company ten (10) days prior to the intended date of exercise and by the
surrender of this Warrant (properly endorsed if required) at the principal office of the Company
and upon payment to it by certified or cashier’s check of the purchase price for such shares.




     2. Issuance of Securities. The Company agrees that the securities purchased hereby
shall be and are deemed to be issued to the record holder hereof as of the close of business on the
date on which this Warrant shall have been surrendered and the payment made for such shares as
aforesaid. Certificates for the securities so purchased shall be delivered to the holder hereof
within a reasonable time, not exceeding ten (10) days after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the
number of securities, if any, with respect to which this Warrant shall not then have been exercised
shall also be delivered to the holder hereof within such time.



     3. Covenants of Company. The Company agrees that all securities which may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized
and issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to
the issue thereof. The Company further agrees that during the period within which the right
represented by this Warrant may be exercised, in the event this Warrant is exercised, the Company
will have authorized, and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of such securities, to provide
for the exercise of the rights represented by this Warrant.



     4. Anti-dilution Adjustments. The above provisions are, however, subject to the
following:



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




          (b) No fractional securities are to be issued upon the exercise of the Warrant, but the
Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be
issuable in an amount equal to the same fraction of the market price per unit of security on the
day of exercise as determined in good faith by the Company.




          (c) Upon any adjustment of the warrant exercise price pursuant to Section 4(a), then and in
each such case, the Company shall give written notice thereof, by first class mail, postage
prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown
on the books of the Company, which notice shall state the warrant purchase price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.




 









 





     5. No Voting Rights. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a stockholder of the Company.



     6. Transfer of Warrant of Resale. The holder acknowledges that it has obtained this
Warrant for investment and not with the intention of making any resale or distribution. The holder
further acknowledges (a) that neither this Warrant nor any of the securities obtainable under it
have been registered under the Securities Act of 1933 or any state securities statutes, and (b)
that neither this Warrant nor any securities obtained under it may be transferred without such
registration or an opinion of legal counsel acceptable to the Company that such transfer may be
made without registration.



     IN WITNESS WHEROF, NitroSecurity, Inc. has caused this Warrant to be signed by its duly
authorized officer.



	 	 	 	 	 
	 	NITROSECURITY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: