First Amendment to Second Amended and Restated Securityholders’ Agreement between XStream Systems, Inc. and Securityholders
This amendment, dated November 9, 2009, updates the existing Securityholders’ Agreement between XStream Systems, Inc. and its securityholders. It revises definitions to include the company’s 2009 Long Term Incentive Plan and a specific stock option grant to the CEO, James Lowrey. The amendment also changes rules regarding the sale of shares after a public offering, clarifies termination conditions, and makes other adjustments to prepare for an anticipated initial public offering. Securityholders are required to comply with new lock-up periods and other updated terms.
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
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XSTREAM SYSTEMS, INC. | ||||||
By: | /s/ Anthony Chidoni | |||||
Name: | ||||||
Title: | Secretary |
Preferred Amendments | APPENDIX A |
Issued and | Issued and | Issued and | Issued and | |||||||||||||||||||||
Issued and | Outstanding | Outstanding | Outstanding | Outstanding | ||||||||||||||||||||
Outstanding | Series A | Series B | Series C | Series D | Approval | |||||||||||||||||||
Name | Common | Preferred(1) | Preferred(1) | Preferred(1) | Preferred(1) | Recd | ||||||||||||||||||
1. 52 River Course Associates LLC | 0 | 32,895 | 58,332 | 0 | 0 | Y | ||||||||||||||||||
2. Alan Austin Living Trust dated 9/26/097 | 0 | 0 | 0 | 0 | 133,333 | Y | ||||||||||||||||||
3. Alvin J. Delaire, Jr. IRA/SEP | 0 | 6,579 | 0 | 0 | 0 | Y | ||||||||||||||||||
4. Andonia & Nikitas Kleopoulos, JTWROS | 13,158 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
5. Anthony Chidoni | 0 | 0 | 99,999 | 24,999 | 13,333 | Y | ||||||||||||||||||
6. Arthur Calcagnini | 0 | 13,158 | 16,666 | 8,333 | 0 | Y | ||||||||||||||||||
7. Arthur Mclnerney | 0 | 6,579 | 5,000 | 0 | 0 | | ||||||||||||||||||
8. Barry Horne | 3,300 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
9. Brian T. Mayo | 65,000 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
10. C.B. Rogers, Jr. | 6,579 | 13,313 | 42,003 | 0 | 0 | Y | ||||||||||||||||||
11. Carole Delaire | 0 | 0 | 5,000 | 0 | 0 | Y | ||||||||||||||||||
12. Charles McDonell, M.D. | 42,664 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
13. Clarence B. Rogers, Jr. | 42,664 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
14. Daniel M. Durand | 13,638 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
15. Darren Sylvia | 9,167 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
16. Deborah Pipines | 0 | 0 | 0 | 0 | 33,333 | Y | ||||||||||||||||||
17. Debra J. Collins | 72 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
18. Dennis Cummings | 0 | 13,158 | 16,666 | 0 | 0 | Y | ||||||||||||||||||
19. Dennis H. Ferro | 0 | 0 | 0 | 0 | 16,666 | | ||||||||||||||||||
20. Dick Fava | 0 | 0 | 16,666 | 0 | 0 | Y | ||||||||||||||||||
21. Douglas S. Frye | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
22. E. Darracott Vaughan, Jr., M.D. | 0 | 0 | 0 | 0 | 10,000 | Y | ||||||||||||||||||
23. Earl Segerdahl | 0 | 13,158 | 16,666 | 15,000 | 0 | Y | ||||||||||||||||||
24. Edward D. Conroy | 100 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
25. Elizabeth A. Mayo and Brian T. Mayo as Trustees of The Mayo Family Revocable Trust dated July 13, 2000 | 250,100 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
26. Entrust IRA Administration, Inc. FBO Jack Gruber IRA 0226360TR | 0 | 0 | 67,251 | 0 | 0 | Y | ||||||||||||||||||
27. Feldman Partners | 0 | 6,579 | 5,000 | 0 | 0 | | ||||||||||||||||||
28. Frank J. Lincoln, Jr. | 0 | 0 | 33,625 | 0 | 0 | | ||||||||||||||||||
29. Gary Steven Thompson | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
30. Geoffrey and Joanne Stringer | 0 | 13,158 | 24,999 | 3,000 | 0 | Y | ||||||||||||||||||
31. HGL, LLC(2) | 0 | 87,711 | 66,660 | 49,993 | 66,660 | Y | ||||||||||||||||||
32. Hugh and Ann Thompson, JTWROS | 42,664 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
33. Hugh Thompson, Jr. | 19,737 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
34. James Bennett | 0 | 0 | 16,666 | 0 | 0 | | ||||||||||||||||||
35. James Bernhart | 0 | 6,579 | 0 | 0 | 0 | | ||||||||||||||||||
36. James Coyne | 0 | 6,579 | 8,333 | 9,000 | 15,000 | | ||||||||||||||||||
37. James Lowrey | 1,000,000 | 131,580 | (2) | 100,001 | (2) | 75,000 | (2) | 100,000 | (2) | Y | ||||||||||||||
38. James L. Wentzel | 500 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
39. James W. & Christine Ancey, JTWROS | 13,158 | 0 | 0 | 0 | 0 | Y | ||||||||||||||||||
40. James W. Ryan, Esq. | 21,332 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
41. James W. Ryan, Trustee Frazer, Ryan, Goldberg, Arnold & Glittler LLP 401(k) Plan FBO James W. Ryan | 21,332 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
42. Jane M. Delaire IRA R/O | 0 | 6,579 | 5,000 | 0 | 0 | Y | ||||||||||||||||||
43. Jeff Brown | 50 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
44. John C. Lightfoot, Trustee, The Decedents Trust of the Lightfoot Revocable Trust Dated 2/22/83 | 31,998 | 0 | 0 | 0 | 0 | Y |
Preferred Amendments | APPENDIX A |
Issued and | Issued and | Issued and | Issued and | |||||||||||||||||||||
Issued and | Outstanding | Outstanding | Outstanding | Outstanding | ||||||||||||||||||||
Outstanding | Series A | Series B | Series C | Series D | Approval | |||||||||||||||||||
Name | Common | Preferred(1) | Preferred(1) | Preferred(1) | Preferred(1) | Recd | ||||||||||||||||||
45. John C. Lightfoot, Trustee, The Survivors Trust of The Lightfoot Revocable Trust Dated 2/22/83 | 42,664 | 0 | 8,406 | 0 | 0 | Y | ||||||||||||||||||
46. John Edison | 0 | 13,158 | 16,666 | 0 | 0 | | ||||||||||||||||||
47. John H. Isenhour | 21,332 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
48. John M Dalton | 0 | 0 | 5,000 | 0 | 0 | Y | ||||||||||||||||||
49. Joseph Coakley | 100 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
50. Joseph Cornacchia | 0 | 13,158 | 33,332 | 15,000 | 0 | Y | ||||||||||||||||||
51 . Joseph Melone | 0 | 32,895 | 58,332 | 0 | 0 | Y | ||||||||||||||||||
52. JTW Partners(2) | 0 | 43,869 | 33,340 | 25,006 | 33,340 | Y | ||||||||||||||||||
53. Judith M. Bracken | 0 | 0 | 16,812 | 0 | 0 | | ||||||||||||||||||
54. Julie C. OBrian TTEE | 6,579 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
55. Katherine C. Lightfoot, Trustee of the KCHL Revocable Trust Dated 8/24/95 | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
56. Kathryn M. Dircks And Randy Joel Dircks Living Trust | 5,000 | 0 | 8,406 | 0 | 0 | | ||||||||||||||||||
57. Laurie Tegreene | 100 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
58. Linda Nelson | 0 | 0 | 12,179 | 0 | 0 | | ||||||||||||||||||
59. Lovejoy Family Limited Partnership | 0 | 0 | 100,386 | 24,999 | 0 | Y | ||||||||||||||||||
60. Lowrey Family Investments LLC(2) | 0 | 0 | (2 | ) | (2 | ) | (2 | ) | Y | |||||||||||||||
61. Mallie Ireland | 57,648 | 0 | 33,625 | 0 | 0 | Y | ||||||||||||||||||
62. Mark S. Butler | 0 | 0 | 0 | 0 | 16,750 | Y | ||||||||||||||||||
63. Michael E. Catanzaro Jr. | 0 | 0 | 8,333 | 0 | 0 | | ||||||||||||||||||
64. Michael Paterson | 0 | 13,342 | 0 | 0 | 0 | | ||||||||||||||||||
65. Michael W. Haley Revocable Trust | 0 | 65,790 | 83,333 | 36,000 | 0 | Y | ||||||||||||||||||
66. Navarro Family Partners | 0 | 13,158 | 0 | 0 | 0 | Y | ||||||||||||||||||
67. Paul J. Micciche | 11,750 | 0 | 0 | 0 | 0 | Y | ||||||||||||||||||
68. Paul M. Micciche | 1,340 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
69. Peter Barrett | 0 | 13,158 | 0 | 0 | 0 | | ||||||||||||||||||
70. Phillip Odeen | 0 | 13,158 | 33,333 | 0 | 0 | Y | ||||||||||||||||||
71. Rebecca Shealy | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
72. Richard A. Moore, GM, Gaylord Brooks Investment LLC | 31,998 | 0 | 0 | 0 | 0 | Y | ||||||||||||||||||
73. Robert A. Prindiville 2006 Personal Trust dated February 2, 2006 | 6,579 | 0 | 50,437 | 0 | 0 | | ||||||||||||||||||
74. Robert E. Washburn & Sheila A. Washburn, JTWROS | 38,577 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
75. Robert Girling | 0 | 32,895 | 74,999 | 30,000 | 0 | Y | ||||||||||||||||||
76. Robert J. Morrissey | 0 | 52,632 | 0 | 0 | 0 | Y | ||||||||||||||||||
77. Robert Kennedy | 0 | 6,579 | 33,387 | 8,333 | 8,333 | Y | ||||||||||||||||||
78. Robert Kochem | 153 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
79. Robert M. Gibb | 42,664 | 0 | 16,812 | 0 | 0 | Y | ||||||||||||||||||
80. Robert Poden | 0 | 13,158 | 5,000 | 0 | 0 | | ||||||||||||||||||
81. Robert W. Bracken | 6,579 | 0 | 16,812 | 0 | 0 | Y | ||||||||||||||||||
82. Roger Sobkowiak | 11,950 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
83. Ronald H. Dunbar | 6,579 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
84. Samuel B. Hayes III, Revocable Trust | 6,579 | 26,867 | 58,849 | 0 | 0 | Y | ||||||||||||||||||
85. Scott and Debbie Bell | 0 | 6,624 | 0 | 0 | 0 | | ||||||||||||||||||
86. SEI Private Trust Co. Custodian Robert Prindiville IRA R/O | 0 | 13,498 | 0 | 0 | 0 | |
Preferred Amendments | APPENDIX A |
Issued and | Issued and | Issued and | Issued and | |||||||||||||||||||||
Issued and | Outstanding | Outstanding | Outstanding | Outstanding | ||||||||||||||||||||
Outstanding | Series A | Series B | Series C | Series D | Approval | |||||||||||||||||||
Name | Common | Preferred(1) | Preferred(1) | Preferred(1) | Preferred(1) | Recd | ||||||||||||||||||
87. Sherry Meader | 180 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
88. Simon Irish | 0 | 0 | 0 | 0 | 100,000 | Y | ||||||||||||||||||
89. State University of New Jersey, Rutgers | 73,500 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
90. Steven P. Kleopoulos | 0 | 0 | 8,360 | 0 | 0 | | ||||||||||||||||||
91. Summit Investors of Vero, Ltd. | 0 | 65,790 | 0 | 0 | 0 | | ||||||||||||||||||
92. Susan M. Carroll | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
93. Terry Thompson | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
94. The Mayo Family Revocable Trust dated July 13, 2000 | 26,316 | 0 | 46,782 | 8,333 | 0 | | ||||||||||||||||||
95. The Sanford Katz & Irma Katz Revocable Trust | 0 | 6,579 | 8,333 | 0 | 0 | | ||||||||||||||||||
96. Thomas W. Cook | 79,654 | 13,450 | 100,519 | 0 | 0 | Y | ||||||||||||||||||
97. Tom Chu | 800 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
98. Tom Martz | 21,332 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
99. Triantafillos Parlapanides | 0 | 0 | 8,407 | 0 | 0 | Y | ||||||||||||||||||
100. Vincent E. DeTurris | 20,000 | 0 | 0 | 0 | 0 | Y | ||||||||||||||||||
101. Walter F. Helfrecht | 195,000 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
102. Walter Lovejoy | 0 | 26,316 | 0 | 0 | 0 | | ||||||||||||||||||
103. Wendy Thompson | 10,666 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
104. William E. Mayo | 195,000 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
105. William E. Mayo, as Trustee of The Mayo Childrens 2000 Irrevocable Trust dated July 13, 2000 | 100,000 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
106. William G. Hamilton, M.D. | 0 | 0 | 0 | 0 | 16,667 | Y | ||||||||||||||||||
107. William Jennings | 0 | 52,632 | 33,333 | 0 | 0 | Y | ||||||||||||||||||
108. William Scully | 0 | 65,790 | 101,081 | 33,000 | 0 | Y | ||||||||||||||||||
109. William Towles | 42,664 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
110. Wilshire Investors, LLC | 42,664 | 0 | 0 | 0 | 0 | | ||||||||||||||||||
TOTALS: | 2,767,156 | 962,101 | 1,619,127 | 365,996 | 563,415 | |||||||||||||||||||

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at (561)  ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |

*** IMPORTANT*** *** RETURN IMMEDIATELY *** Please sign and return via electronic delivery to ***@***, or via facsimile lo Rebecca G. DiStefano, Esq. at ###-###-####. SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK AND PREFERRED STOCK WARRANTS OF XSTREAM SYSTEMS, INC, The undersigned stockholder of XStream Systems, Inc. hereby adopts the resolutions set forth in this Majority Written Consent and authorized its attachment as a counterpart to each of the First Amendment to Series B Warrant, the First Amendment to Series C Warrant, the First Amendment to Series D Warrant, the First Amendment to Securityholders Agreement, and the First Amendment to Registration Rights Agreement, as appropriate. Majority Written Consent executed by the undersigned Stockholder as of 2009. If an Entity: If an Individual (or if stock is held as Joint Tenants, Tenants in Common or as Community Property): Name of Stockholder (please PRINT) Name of Stockholder (please PRINT) \ By: Name: Signature of Stockholder Title: Address: Signature of Joint Tenant, Tenant in Common or other co-owner, if any: Telephone: ( ) Facsimile: ( ) Name of Stockholder (please PRINT) Signature of Stockholder Address: Telephone: ( ) Facsimile: ( ) TO BE .COMPLETED BY COMPANY: Number of Shares of Common Stock Owned: Number: of Shares of Series A Preferred Stock Owned : Number of Shares of Series B Preferred Stock Owned: Number of Series B Warrants Owned: Number of Shares of Series C Preferred Stock Owned: Number of Series C Warrants Owned: Number of Shares of Series D Preferred Stock Owned: Number of Series D Warrants Owned: |