2,750,000 Shares CHANGING WORLD TECHNOLOGIES, INC. Common Stock, $0.01 par value per share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
Changing World Technologies, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained in this Underwriting Agreement (the “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 2,750,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 412,500 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
ContractWarrant Agreement • January 20th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
ContractWarrant Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
SETTLEMENT AGREEMENTSettlement Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Agreement is made and entered into as of July 17, 2002 and effective as of the Effective Date (defined below), by and between CHANGING WORLD TECHNOLOGIES, INC. (“CWT”), a corporation organized under the laws of Delaware with corporate offices at 460 Hempstead Avenue, West Hempstead, New York 11552, RESOURCE RECOVERY CORP. (“RRC”), a closely-held corporation organized under the laws of Delaware with corporate offices at 460 Hempstead Avenue, West Hempstead, New York 11552, (collectively, “Plaintiffs”); ABC-WT LLC (“ABCWT”), a limited liability company organized under the laws of Delaware with offices at 460 Hempstead Avenue, West Hempstead, New York 11552; and Paul T. Baskis (“Baskis” or “Defendant”), a resident and domiciliary of the State of Illinois; each referred to individually and collectively in this Agreement as “Party” and “Parties,” respectively.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Employment Agreement (the “Agreement”) is made and entered into as of the ___day of February, 2009, by and between Changing World Technologies, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Michael J. McLaughlin (the “Executive”).
BY-PRODUCTS SUPPLY AGREEMENTBy-Products Supply Agreement • November 3rd, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • Missouri
THIS AGREEMENT (the “Agreement”), dated as of February 14 , 2008, is by and between RENEWABLE ENVIRONMENTAL SOLUTIONS, LLC, a Delaware limited liability company (“RES”), and BUTTERBALL, LLC, a North Carolina limited liability company (“Seller” or “Butterball”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of July 23, 2007, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), STONEHILL OFFSHORE PARTNERS LIMITED, a Cayman Islands corporation (“Stonehill Offshore”), and STONEHILL INSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership (“Stonehill Institutional” and together with Stonehill Offshore, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated August 27, 2007, is among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation, (including its successors, the “Company”), and the securityholders listed on the signature pages hereof (the “Securityholders”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT is entered into as of September 30, 2005, among Changing World Technologies, Inc. (the “Company”), and the individuals and entities named as Stockholders on the signature pages hereof (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms have the meanings specified in Article 1.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Employment Agreement (the “Agreement”) is made and entered into as of the ___day of February, 2009, by and between Changing World Technologies, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and James H. Freiss (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 3rd, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of September 30, 2005, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and GSFS INVESTMENTS I CORP. (“Goldman”).
ASSIGNMENT AGREEMENTAssignment Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals
This Assignment Agreement is dated as of July 27, 1999, between The Paul T. Baskis TDP Living Trust (the “Trust”) and AB-CWT LLC, a Delaware limited liability company.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This First Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of July ___, 2005, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having its principal office at 460 Hempstead Avenue, West Hempstead, New York 11552 and each of the investors set forth on signature pages hereto (each an “Investor”; and collectively the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • January 20th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2009 by and between Changing World Technologies, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • Illinois
THIS AGREEMENT (“Agreement”) is made and entered into as of January 3, 1997, by and between Paul T. Baskis, (“Baskis”), Trustee of the Baskis/TDP Trust, u/t/a dated October 1, 1992, proprietor and administrator of the thermal depolymerization process (“TDP”), and Resource Recovery Corporation, an Arizona corporation, (“Licensee”).
Sales ContractSales Contract • February 10th, 2009 • Changing World Technologies, Inc. • Industrial organic chemicals • Missouri
This Sales Contract commences on the Effective Date and shall continue for a period of two (2) years, subject to earlier termination as set forth below (the “Term”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2002, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having its principal office at 460 Hempstead Avenue, West Hempstead, New York 11552 and each of the investors set forth on Schedule A annexed hereto (each an “Investor”; and collectively the “Investors”).
ContractWarrant Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 3rd, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of July 21, 2005, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CONAGRA FOODS, INC., a Delaware corporation (“CFI”).
ContractCommon Stock Purchase Warrant • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
ContractWarrant Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 8th, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of September 19, 2006, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and HCM-CWT INVESTMENTS I, LLC (“Investor”).
SECOND AMENDED SHAREHOLDERS’ AGREEMENT CHANGING WORLD TECHNOLOGIES, INC.Shareholders Agreement • November 3rd, 2008 • Changing World Technologies, Inc. • Industrial organic chemicals • New York
This Second Amended and Restated Shareholders Agreement (“Agreement"') is made and entered into as of the 14th day of February, 2002, by and between Changing World Technologies, Inc., a Delaware corporation (the “Company”) and the Persons listed on Schedule A hereto, as shareholders of the Company and the Persons who become shareholders of the Company in accordance with the provisions hereof with reference to the following facts:
