STOCK PLEDGE AGREEMENT
Exhibit
10.4
THIS
STOCK PLEDGE AGREEMENT (“Agreement”),
dated
as of the 2nd
day of
July 2007, is by and among ThermoEnergy Corporation, a Delaware corporation
(the
“Pledgor”),
in
favor of Xxxxxxx Xxxxx Specialty Group, LLC (in its capacity as agent for itself
and for other Secured Parties (as defined below), the “Agent”),
and
the holders of certain Convertible Promissory Notes due May 31, 2010 in the
aggregate principal amount of up to $3,700,000 (the “Notes”)
issued
by the Pledgor who agree to the terms of this Agreement either by executing
the
signature page hereto or by executing a counterpart signature page in the form
attached as Exhibit
A
(the
“Secured
Parties”).
Terms
used herein and not otherwise defined shall have the same meanings as defined
in
the Notes.
WITNESSETH:
WHEREAS,
(i) on the date hereof, the Secured Parties, the Pledgor and CASTion
Corporation, a Massachusetts corporation (“CASTion”),
are
entering into a transaction whereby the Pledgor is purchasing from the Secured
Parties certain shares of CASTion’s capital stock (“CASTion Stock”) owned by
such Secured Parties, and (ii) after the date hereof, the Pledgor will offer
to
purchase additional shares of CASTion Stock from other holders;
WHEREAS,
as partial payment for the CASTion Stock, the Pledgor is issuing, and will
issue, the Notes to the Secured Parties; and
WHEREAS,
the agreement of the Secured Parties to accept the Notes is subject to the
condition that the Pledgor shall execute and deliver this Agreement and grant
the security interests hereinafter described in the Pledged Shares (as such
term
is defined below);
NOW,
THEREFORE, in consideration of the Secured Parties’ agreement to accept the
Notes as partial payment for the CASTion Stock, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by
the parties hereto, it is hereby agreed as follows:
1. Pledge;
Deposit.
(a) The
Pledgor hereby pledges and assigns to the Agent, for the benefit of itself
and
the Secured Parties, and hereby grants to Agent, for the benefit of itself
and
the Secured Parties, a continuing security interest in, (i) each and every
share
of CASTion Stock acquired by the Pledgor from any of the Secured Parties, (ii)
each and every additional share of CASTion Stock which may be acquired after
the
date hereof by the Pledgor from any of the Secured Parties, (iii) each and
every
additional share of capital stock which may be issued by CASTion after the
date
hereof, regardless of the reason for such issuance or the consideration
therefor, and including shares of capital stock issued with respect to any
CASTion Stock as a stock dividend or distribution or in connection with any
stock split, subdivision, recapitalization, reclassification or transaction
having similar effect after the date hereof, and (iv) all products and proceeds
of the properties described in the preceding clauses (i) through (iii) (all
such
property described in the preceding clauses (i) through (iv) being referred
to
hereinafter collectively as the “Pledged
Shares”),
as
security for the due and punctual payment of all amounts owed the Secured
Parties pursuant to, and the performance of all other obligations of Pledgor
to
the Secured Parties under, the Notes or under this Agreement (the “Secured
Obligations”).
(b) The
Pledgor hereby deposits the Pledged Shares with the Agent, in form suitable
for
transfer by delivery or accompanied by duly executed instruments of transfer
or
assignments in blank and any required transfer stamps, and shall, from time
to
time, so deposit with the Agent any and all additional Pledged Shares which
may
come into its possession.
2.
Validity.
The
Pledgor covenants that the Pledged Shares are duly and validly pledged with
the
Agent for the benefit of the Secured Parties in accordance with applicable
law
and that the Pledgor will defend the Secured Parties’ right, title and security
interest in and to the Pledged Shares against the claims and demands of all
persons whomsoever. The Pledgor represents and warrants to the Agent and to
the
Secured Parties that (i) the Pledgor has good title to, and is the sole record
and beneficial owner of, the Pledged Shares free and clear of all liens, claims,
security interests and encumbrances of every nature whatsoever except for (x)
the interest granted to the Agent and the Secured Parties herein and (y) a
lien
securing up to $2,000,000 of indebtedness owed by the Pledgor to One Banc &
Trust, N.A. (the “Senior
Lien”),
and
(ii) the Pledgor has obtained all consents and waivers of any third parties
necessary to permit the grant of the security interests made herein and the
exercise of the Agent’s and the Secured Parties’ rights under Section 4 and the
Agent’s right to transfer sole legal and beneficial ownership of the Pledged
Shares to the Secured Parties on the books of CASTion.
3.
No
Other Transfers or Liens.
The
Pledgor hereby covenants and agrees that the Pledgor will not sell, convey
or
otherwise dispose of any of the Pledged Shares, nor will the Pledgor create,
incur or permit to exist any lien, claim, security interest or encumbrance
whatsoever with respect to any of the Pledged Shares or the proceeds thereof,
other than (i) the liens on and security interests in the Pledged Shares created
hereby and (ii) the Senior Lien.
4.
Voting;
Distributions.
So long
as there shall exist no Event of Default (as defined in the Notes) or, if there
shall exist an Event of Default, the Agent shall not have notified the Pledgor
in writing of its election to exercise the rights of the Secured Parties under
this Section 4, the Pledgor shall be entitled (i) to exercise the voting power
with respect to the Pledged Shares as it shall determine to be appropriate
and
(ii) to receive cash dividends and other distributions of cash at any time
and
from time to time declared or made upon any of the Pledged Shares. In case,
but
only so long as, there shall exist an Event of Default, upon the giving of
the
written notice to the Pledgor, the Agent shall be entitled (a) to exercise
the
voting power with respect to the Pledged Shares as it shall determine to be
appropriate but for the benefit of the Secured Parties, (b) to receive and
retain for the benefit of the Secured Parties, as collateral security for the
Secured Obligations, any and all dividends and other distributions at any time
and from time to time declared or made upon any of the Pledged Shares, and
(c)
to exercise for the benefit of the Secured Parties any and all rights of
payment, conversion, exchange, subscription or any other rights, privileges
or
options pertaining to the Pledged Shares as if it were the absolute owner
thereof, all without liability except to account for property actually received.
The Agent shall have no duty to exercise any of the aforesaid rights, privileges
or options, and shall not be responsible for any failure to do so or delay
in so
doing; provided,
however,
that
the Agent shall take, and shall refrain from taking, such actions and shall
exercise, and shall refrain from exercising, such privileges or options as
may
be directed by the Secured Parties then holding Notes the aggregate unpaid
principal balance of which is at least 75% of the then aggregate unpaid
principal balance of all Notes (the “Required
Secured Parties”).
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5.
Events
of Default.
Upon
the occurrence of any Event of Default (as defined in the Notes), the Agent
and
the Secured Parties shall have all of the rights and remedies of secured parties
under the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts or other applicable law. In addition thereto, the Agent and the
Secured Parties shall have the right, at their election, subject to any
necessary prior consent of any governmental authority and of the holder of
the
Senior Lien, upon notice to the Pledgor, at any time or times thereafter, to
cause all or any of the Pledged Shares to be transferred into the names of
the
Secured Parties or into the names of their nominee or nominees (in full
satisfaction of the Secured Obligations). In furtherance of all such rights,
upon the occurrence of any Event of Default, the Agent shall have the right,
for
and in the name, place and stead of the Pledgor, and for the benefit of the
Secured Parties, to execute endorsements, assignments, or other instruments
of
conveyance or transfer with respect to all or any of the Pledged Shares. The
Agent is hereby appointed the attorney-in-fact, with full power of substitution,
of the Pledgor for the purpose, upon the occurrence of an Event of Default,
of
carrying out the provisions of this Agreement and taking any action and
executing any instruments (including, without limitation, conveyances,
assignments and transfers) which the Agent may deem necessary or advisable
to
accomplish the purposes hereof, which appointment as attorney-in-fact is coupled
with an interest and is irrevocable.
The
Pledgor irrevocably covenants and agrees that it shall not object to any
transfer or conveyance executed pursuant to the preceding paragraph of this
Section 5, whether on the grounds that the value of the Pledged Shares at the
time of the Event of Default exceeds the Secured Obligations or otherwise,
and
the Pledgor hereby irrevocably waives, to the fullest extent permissible under
applicable law, any rights to contest such transfer or conveyance or to recover
any difference between the value of the Pledged Shares at the time of the Event
of Default and the Secured Obligations. The Pledgor further acknowledges and
agrees that the foregoing rights of the Secured Parties and the foregoing
agreements and waivers are
material inducements and conditions to the Secured Parties’ willingness to
accept the Notes and that such agreements and waivers shall not be construed
as
a penalty.
6.
Rights
Against the Pledgor; Remedies Cumulative.
Upon
the occurrence of any Event of Default, the Agent may, but without obligation
to
do so unless so directed by the Required Secured Parties, demand, xxx for and/or
collect any money or property from the Pledgor to which the Secured Parties
may
be entitled. No course of dealing between the Pledgor and the Agent or the
Secured Parties nor any failure to exercise, nor any delay in exercising, on
the
part of the Agent or the Secured Parties, any right, power or privilege
hereunder or under any of the Secured Obligations, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies
herein provided and provided under any of the Secured Obligations are cumulative
and are in addition to, and not exclusive of, any rights or remedies provided
by
law, including, without limitation, the rights and remedies of a secured party
under the Uniform Commercial Code.
3
7.
Assignability
by the Secured Parties.
In the
event of a sale or assignment by any Secured Party of all or any of the Secured
Obligations held by it, such Secured Party may assign or transfer its rights
and
interest under this Agreement in whole or in part to the purchaser or purchasers
of such Secured Obligations, whereupon such purchaser or purchasers shall become
vested with all of the powers and rights given to the Secured Party hereunder,
and such Secured Party shall thereafter be forever released and fully discharged
from any liability or responsibility hereunder with respect to the rights and
interests so assigned.
8.
Return
and Release of Pledged Shares.
At such
time as no principal, interest or other obligations shall be outstanding and
unpaid under any of the Notes, the Agent and the Secured Parties shall release
their security interests in the Pledged Shares, and shall deliver the Pledged
Shares to the Pledgor at the Pledgor’s expense. At the Pledgor’s expense, the
Agent and the Secured Parties shall execute and deliver such agreements,
instruments and other writings, and do such other things, as the Pledgor may
reasonably request in connection with the release of the Secured Party’s
security interests and the delivery of the Pledged Shares to the Pledgor.
9.
Duty
of Care.
Beyond
the exercise of reasonable care to assure the safe custody of the Pledged Shares
while held hereunder, the Agent shall have no duty or liability to collect
any
sums due in respect thereof or to protect or preserve rights pertaining thereto,
and shall be relieved of all responsibility for the Pledged Shares upon
surrendering the same to the Pledgor.
10.
The
Agent.
(a)Each
Secured Party hereby designates and appoints the Agent as its agent, commencing
on the date hereof and terminating upon the earlier to occur of the conversion
of the Notes to equity in accordance with the Notes and the payment of the
Secured Obligations in full in immediately available funds, for purposes of,
among other things, collecting, holding and realizing on Pledged Shares for
the
benefit of itself and the Secured Parties, perfecting the security interest
of
the Agent and the Secured Parties in the Pledged Shares, distributing the
proceeds of such Pledged Shares and any payments received by Pledgor in
accordance with the terms hereof, signing all subordination agreements and
intercreditor agreements as may be reasonably required by the holder of the
Senior Lien (and carrying out the obligations of the Agent thereunder),
enforcing the Secured Parties’ rights and remedies (in the Agent’s discretion or
at the direction of the Required Secured Parties) hereunder and for all other
acts to be carried out by the Agent (or not carried out by Agent in Agent’s
discretion) pursuant to the terms hereof. Each Secured Party irrevocably
authorizes the Agent to exercise all such powers as are expressly delegated
to
the Agent hereunder, together with such other powers as are reasonably
incidental thereto. The Agent (i)
shall
have no duties or responsibilities except those expressly set forth in this
Agreement, and shall not by reason of this Agreement be a trustee or fiduciary
for any Secured Party; (ii)
shall
not be responsible to any Secured Parties for any recitals, statements,
representations or warranties contained in this Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the Notes or for any other document referred to or provided for
herein or therein or for any failure by the Pledgor to perform any of its
obligations hereunder or thereunder; and (iii)
shall
not be responsible to the Secured Parties for any action taken or omitted to
be
taken by it hereunder or under any other document or instrument referred to or
provided for herein or in connection herewith, except for its own gross
negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction. The Agent may employ agents
and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith. Each
Secured Party authorizes and directs the Agent to enter into this Agreement
and
all subordination agreements and intercreditor agreements executed in connection
herewith. Each Secured Party agrees that any action taken by the Agent or the
Required Secured Parties in accordance with the terms of this Agreement, the
related subordination agreements and intercreditor agreements and the exercise
by the Agent or the Required Secured Parties of their respective powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Secured
Parties.
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(b)As
to any
matters not expressly provided for by this Agreement, the Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder
in
accordance with instructions given by the Required Secured Parties, and such
instructions and any action taken or failure to act pursuant thereto shall
be
binding on all Secured Parties.
(c) The
Agent
shall take such action with respect to any continuing Event(s) of Default as
shall be directed by the Required Secured Parties to the extent provided for
herein; provided,
that,
unless
and until the Agent shall have received such directions, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to or by reason of such Event(s) of Default, as it shall deem
advisable in the best interests of the Secured Parties. Except with the prior
written consent of the Agent, none of the Secured Parties may assert or exercise
any enforcement right or remedy in respect of the Secured Obligations or the
Notes as against the Pledgor or any of the Pledged Shares or other property
of
the Pledgor. The Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Secured Parties of their indemnification
obligations under Section 10(d) hereof against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take
any
such action.
(d) The
Secured Parties agree to indemnify the Agent (to the extent not reimbursed
by
the Pledgor hereunder and without limiting any obligations of the Pledgor
hereunder) ratably, in accordance with their pro rata share of the Secured
Obligations, for any and all claims of any kind and nature whatsoever that
may
be imposed on, incurred by or asserted against the Agent (including by any
Secured Party) arising out of or by reason of any investigation in or in any
way
relating to or arising out of this Agreement (or the related subordination
agreements and intercreditor agreements) or any other documents contemplated
by
or referred to herein or therein or the transactions contemplated hereby or
thereby (including any costs and expenses that the Agent is obligated to pay
hereunder) or the enforcement of any of the terms hereof or thereof or of any
such other documents, provided,
that,
no
Secured Party shall be liable for any of the foregoing to the extent it arises
from the gross negligence or willful misconduct of the party to be indemnified
as determined by a final non-appealable judgment of a court of competent
jurisdiction. The foregoing indemnity shall survive the payment of the Secured
Obligations and the termination of this Agreement.
5
(e) The
Secured Parties hereby irrevocably authorize the Agent, at its option and in
its
discretion, to release any security interest in, or lien upon, any of the
Pledged Shares (i) upon satisfaction of all of the Secured Obligations
(other than contingent indemnification obligations to the extent no claim giving
rise thereto has been asserted), or (ii) constituting property being sold
or disposed of in accordance with Section 5 hereof, or (iii) approved,
authorized or ratified in writing by all of Secured Parties or (iv) the
consummation of the conversion of the Notes to equity in accordance with the
Notes. Except as provided above, the Agent will not release any security
interest in any of the Pledged Shares without the prior written authorization
of
all of the Secured Parties. Upon request by the Agent at any time, the Secured
Parties will promptly confirm in writing Agent’s authority to release any or all
of the Pledged Shares pursuant to this Section. The Agent shall have no
obligation whatsoever to any Secured Party, to confirm or assure that the
Pledged Shares are owned by Pledgor or has been encumbered, or that the liens
and security interests granted to the Agent pursuant hereto or otherwise have
been properly or sufficiently or lawfully created, perfected, protected or
enforced or are entitled to any particular priority, or to exercise at all
or in
any particular manner or under any duty of care, disclosure or fidelity, or
to
continue exercising, any of the rights, authorities and powers granted or
available to the Agent in this Agreement, it being understood and agreed that
in
respect of the Pledged Shares, or any act, omission or event related thereto,
the Agent may act in any manner it may deem appropriate, in its discretion,
given the Agent’s own interest in the Pledged Shares as a Secured Party and that
the Agent shall have no duty or liability whatsoever to any other Secured Party.
Each Secured Party hereby appoints the Agent and each other Secured Party as
agent and bailee for the purpose of perfecting the security interests in and
liens upon the Pledged Shares by possession (or where the security interest
of a
secured party with possession has priority over the security interest of another
secured party) and the Agent and each Secured Party hereby acknowledges that
it
holds possession of any such Pledged Shares for the benefit of the Agent as
a
Secured Party. Should any Secured Party obtain possession of any such Pledged
Shares, such Secured Party shall notify the Agent thereof, and, promptly upon
the Agent’s request therefor shall deliver such Pledged Shares to the Agent or
in accordance with the Agent’s instructions.
11. Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) at the facsimile number specified
in
this Section 11, (b) the next business day, if sent by a nationally recognized
overnight courier service, (c) the second business day after the date of
mailing, if sent, postage prepaid, by first class U.S. mail or (d) upon actual
receipt by the party to whom such notice is addressed. The address for such
notices and communications shall be as follows:
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If
to the Pledgor:
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Xxxxxx
X. Xxxxxx, CEO
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ThermoEnergy
Corporation
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000
Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
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Xxxxxx
Xxxx, Xxxxxxxx 00000
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Fax:
(000) 000-0000
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with
copies (which
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shall
not constitute
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notice
hereunder) to:
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Xxxxxx
X. Xxxxxx, EVP and CFO
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ThermoEnergy
Corporation
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000
Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
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Xxxxxx
Xxxx, XX 00000
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Fax:
(000) 000-0000
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and
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Xxxxxxx
X. Xxxxx, Esq.
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Xxxxx
Peabody LLP
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000
Xxxxxx Xxxxxx
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Xxxxxx,
XX 00000
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Fax:
(000) 000-0000
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If
to the Agent:
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Xxxxxx
X. Xxxxxx, CEO
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Xxxxxxx
Xxxxx Specialty Group, LLC
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000
Xxxxxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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Fax:
(000) 000-0000
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with
copies (which
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shall
not constitute
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notice
hereunder) to:
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E.
Xxxxxxx Xxxxxxxx, Controller
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Boston
Community Venture Fund
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00
Xxxxxx Xxxxxx
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Xxxxxx,
XX 00000
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Fax:
(000) 000-0000
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Xxxxxx
X. Xxxxxxx, President
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Massachusetts
Technology Development Corporation
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00
Xxxxx Xxxxxx
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Xxxxx
000
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Xxxxxx,
XX 00000
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Fax:
(000) 000-0000
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and
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Xxxx
X. Xxxxxx, Esq.
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Xxxxx,
Xxxxxx-Xxxxx & Xxxxxxxxx, P.C.
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0000
Xxxxxxx Xxxx
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Xxxxxxx,
Xxxxxxxxxxxxx 00000
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Fax:
(000) 000-0000
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If
to a Secured Party:
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To
such Secured Party at the address of such Secured Party set forth
on
Exhibit B hereto.
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12.
Waiver
of Notice, etc.
The
Pledgor hereby waives notice of acceptance of this Agreement as well as
presentment, demand, payment, notice of dishonor or protest and all other
notices of any kind in connection with any of the Secured Obligations, except
as
expressly provided herein. The Pledgor further waives any right it may have
under any state or federal law to notice except as required hereby or to a
judicial hearing prior to the exercise of any right or remedy provided by this
Agreement to the Agent or the Secured Parties and waives its rights, if any,
to
set aside or invalidate any sale duly consummated in accordance with this
Agreement on the grounds (if such be the case) that the sale was consummated
without a prior judicial hearing. The Pledgor’s waivers under this Section 12
have been made voluntarily, intelligently and knowingly and after the Pledgor
has been apprised and counseled by its attorney as to the nature thereof and
its
possible alternative rights.
13.
Reinstatement.
This
Agreement shall continue to be effective, or be reinstated, as the case may
be,
at any time any amount received by the Secured Parties in respect of the Secured
Obligations is rescinded or must otherwise be restored or returned to the
Pledgor upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Pledgor or upon the appointment of an intervenor or
conservator of, or trustee or similar official for the Pledgor or any
substantial part of its properties, or otherwise, all as though such payments
had not been made.
14.
Amendments.
This
Agreement may be amended and the terms hereof may be waived only with the
written consent of the Pledgor and the Agent (upon the consent of the Required
Secured Parties).
15.
Successors
and Assigns, etc.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns, and the terms “Secured
Party” and “Secured Parties” shall be deemed to include any other holder or
holders of any of the Secured Obligations. Where the content so permits or
requires, terms defined herein in the singular number shall mean the plural,
and
in the plural number, the singular. In case any court of competent jurisdiction
shall hold any provision of this Agreement to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. This Agreement
may be executed in any number of counterparts, each of which, when so executed
and delivered, shall be an original, but all of which together shall constitute
one instrument.
16.
Governing
Law.
This
Agreement, including the validity hereof and the rights and obligations of
the
parties hereunder, shall be construed in accordance with and governed by the
laws of Commonwealth of Massachusetts and the federal laws of the United States,
without reference to their conflict of laws provisions.
8
17. Waiver
of Right to Trial by Jury.
THE
PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO
A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR
IN
CONNECTION WITH THIS AGREEMENT AND WAIVES ANY RIGHT TO BRING A COUNTERCLAIM
AGAINST THE AGENT AND/OR AGAINST ANY SECRED PARTY IN ANY ACTION TO ENFORCE
THIS
AGREEMENT. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR AGENT AND THE
SECRED PARTIES TO ENTER INTO THIS AGREEMENT.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed
instrument as of the date first above written.
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“PLEDGOR”
THERMOENERGY
CORPORATION
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| By: | /s/ Xxxxxx X. Xxxxxx | |
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Xxxxxx X. Xxxxxx |
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Executive
Vice
President and
Chief
Financial Officer
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“AGENT”
XXXXXXX
XXXXX SPECIALTY GROUP, LLC
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| By: |
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx
X. Xxxxxx
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| Title: CEO | ||
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“SECURED
PARTIES”
BANCBOSTON
VENTURES,
INC.
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| By: |
MASSACHUSETTS
TECHNOLOGY
DEVELOPMENT CORPORATION
ATTORNEY-IN-FACT
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
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Name: Xxxxxx X. Xxxxxxx |
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| Title: President | ||
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BCLF
VENTURES
I, LLC
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| By: | /s/ E. Xxxxxxx Xxxxxxxx | |
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Name: E. Xxxxxxx Xxxxxxxx |
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| Title: Controller | ||
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ESSEX
REGIONAL
RETIREMENT
BOARD
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| By: |
MASSACHUSETTS
TECHNOLOGY
DEVELOPMENTCORPORATION
ATTORNEY-IN-FACT
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
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Name: Xxxxxx X. Xxxxxxx |
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| Title: President | ||
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MASSACHUSETTS
TECHNOLOGY
DEVELOPMENT
CORPORATION
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||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxx | |
|
Name: Xxxxxx X. Xxxxxxx |
||
| Title: President | ||
|
XXXXXXX
XXXXX
SPECIALTY
GROUP,
LLC
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx | |
|
Name: Xxxxxx X. Xxxxxx |
||
| Title: CEO | ||
11
EXHIBIT
A
COUNTERPART
SIGNATURE PAGE
Dated
__________ ____, 2007
_____________
(the “Additional
Secured Party”)
is
hereby unconditionally joined as a Secured Party to the Stock Pledge Agreement
dated as of _____________, 2007, as amended from time to time (the “Agreement”),
and
agrees that it shall be bound by all terms and conditions applicable to the
Secured Parties set forth in the Agreement (including, without limitation,
the
appointment of the Agent thereunder and all indemnities in connection
therewith). The Pledgor and the Additional Secured Party hereby agree that
all
references to “Secured Parties” set forth in the Agreement shall include the
Additional Secured Party and the Additional Secured Party shall receive the
benefit of all of the rights and interests (including, without limitation,
security interests) of a Secured Party under the Agreement.
|
“ADDITIONAL
SECURED PARTY”
______________________
|
||
|
By:
|
||
|
Name:
|
|
Title:
|
|
“PLEDGOR”
THERMOENERGY
CORPORATION
|
||
| |
|
|
| By: | ||
|
Xxxxxx X. Xxxxxx
Executive Vice President and
|
||
|
Chief
Financial Officer
|
||
12
EXHIBIT
B
Names
and Addresses of the Secured Parties
BancBoston
Ventures Inc.
c/o
Massachusetts Technology Development Corporation
00
Xxxxx
Xxxxxx
Xxxxx
000
Xxxxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxxx, President
Fax:
(000) 000-0000
BCLF
Ventures I, LLC
c/o
Boston Community Venture Fund
00
Xxxxxx
Xxxxxx
Xxxxxx,
XX 00000
Attn:
E.
Xxxxxxx Xxxxxxxx, Controller
Fax:
(000) 000-0000
Essex
Regional Retirement Board
c/o
Massachusetts Technology Development Corporation
00
Xxxxx
Xxxxxx
Xxxxx
000
Xxxxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxxx, President
Fax:
(000) 000-0000
Massachusetts
Technology Development Corporation
00
Xxxxx
Xxxxxx
Xxxxx
000
Xxxxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxxx, President
Fax:
(000) 000-0000
Xxxxxxx
Xxxxx Specialty Group, LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxx, CEO
Fax:
(000) 000-0000
13
Xxxxxxx
Xxxxx Private Equity Accredited Fund III, LLC
c/o
Xxxxxxx Xxxxx Specialty Group, LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxx, CEO
Fax:
(000) 000-0000
14
