PATENT SECURITY AGREEMENTPatent Security Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • New York
THIS SECURITY AGREEMENT (this “Patent Security Agreement”) dated as of December 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Obligors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Obligors” and each (including Caprius, M.C.M., M.C.M. UK and M.C.M. Israel) individually, an “Obligor”), and VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), pursuant to that certain Securities Purchase and Sale Agreement, dated as of September 16, 2009 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined herein shall
PLEDGE AGREEMENTPledge Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of September 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Pledgors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Pledgors” and each (including Caprius, M.C.M. and M.C.M. Israel) individually, a “Pledgor”), VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), as an inducement to the Secured Party to enter into that certain Securities Purchase and Sale Agreement of even date herewith (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined herein shall h
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of January 22, 2010, by and between Caprius, Inc., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, the “Investor”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of September 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Obligors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Obligors” and each (including Caprius, M.C.M. and M.C.M. Israel) individually, an “Obligor”), VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), as an inducement to the Secured Party to enter into that certain Securities Purchase and Sale Agreement of even date herewith (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined her
WARRANTWarrant Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.
EQUITY RIGHTS AGREEMENTEquity Rights Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • Delaware
THIS EQUITY RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 22, 2010, by and among Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, the “Investor”), and Caprius, Inc., a Delaware corporation (the “Company”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER BY AND AMONG VINTAGE CAPITAL GROUP, LLC, CAPAC CO. AND CAPRIUS, INC. DATED AS OF NOVEMBER 10, 2010Merger Agreement • November 12th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 10, 2010 (this “Agreement”), is made by and among Vintage Capital Group, LLC, a Delaware limited liability company (“Parent”), Capac Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Caprius, Inc., a Delaware corporation (the “Company”).
INVESTMENT MONITORING AGREEMENTInvestment Monitoring Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • New York
THIS INVESTMENT MONITORING AGREEMENT (this “Agreement”), dated as of September 16, 2009, is entered into by and between CAPRIUS, INC., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, “Investor”). Capitalized terms not defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement (as defined below).
WARRANT PURCHASE AGREEMENT by and between CAPRIUS, INC. and VINTAGE CAPITAL GROUP, LLC Dated as of January 22, 2010Warrant Purchase Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • Delaware
THIS WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of January 22, 2010, by and between Caprius, Inc., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (the “Purchaser”).
JOINT FILING AGREEMENT January 29, 2010Joint Filing Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, dated January 29, 2010 (including amendments thereto), with respect to the shares of common stock of Caprius, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such Schedule 13D.
SECURITIES PURCHASE AND SALE AGREEMENT by and among CAPRIUS, INC., M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., and M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD. and VINTAGE CAPITAL GROUP, LLC Senior Secured Promissory Note Due 2010 Dated as of September 16, 2009Securities Purchase and Sale Agreement • January 29th, 2010 • Vintage Capital Group, LLC • Hazardous waste management • New York
THIS SECURITIES PURCHASE AND SALE AGREEMENT is entered into as of September 16, 2009 (this “Agreement”), by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), and M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”) (Caprius, M.C.M. and M.C.M. Israel may be individually referred to as a “Borrower” and collectively referred to as the “Borrowers”), and VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”).
