AND EVERCEL, INC. DATED AS OFDistribution Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
ARTICLE 1Employment Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
LOAN AGREEMENTLoan Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
L E A S ELease Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10.13 PATENT SECURITY AGREEMENT AGREEMENT dated as of February ___, 1999 made by EVERCEL, INC., a Delaware corporation with its chief executive office located at 3 Great Pasture Road, Danbury, Connecticut 06813 ("Borrower"), in favor of ENERGY...Patent Security Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10.11 SECURITY AGREEMENT SECURITY AGREEMENT made by EVERCEL, INC. (the "Debtor") in favor of ENERGY RESEARCH CORPORATION (the "Secured Party"). In consideration of the agreement of Secured Party to extend credit or other financial...Security Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Between EVERCEL, INC. a Delaware corporation andRights Agent Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • New York
EVERCEL, INC.Standby Underwriting Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10.4 FORM OF TAX SHARING AGREEMENT TAX SHARING AGREEMENT (the "Agreement"), dated as of ________ ___, 1998, between Energy Research Corporation, a New York corporation ("ERC"), and Evercel, Inc., a Delaware corporation ("Evercel"). WHEREAS,...Tax Sharing Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10.3 LICENSE ASSISTANCE AGREEMENT This License Assistance Agreement (this "Agreement"), dated as of , 1999, is entered into by and between ENERGY RESEARCH CORPORATION ("ERC"), a New York corporation with its principal place of business at 3...License Assistance Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Exhibit 10.17 UNCONDITIONAL GUARANTYUnconditional Guaranty • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies
To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of the Borrower, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of the Borrower, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment and performances of all liabilities and obligations of Borrower to Bank and its affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, swap agreements (as defined in 11 U.S.C. ss. 101), instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents defined below, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due,
SERVICES AGREEMENTServices Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Exhibit 10.18 FIRST UNION PLEDGE AND ASSIGNMENT AGREEMENTPledge and Assignment Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies
For value received and in order to secure payment and performance of the obligations under the Unconditional Guaranty dated December 12, 1998, given by Energy Research Corporation ("Guarantor") to Bank guaranteeing obligations of Evercel, Inc. ("Borrower") to Bank, its successors and assigns (the "Guaranty"), and all other Obligations (as defined herein) Debtor hereby executes and delivers this Pledge and Assignment Agreement (the "Assignment") and sells, pledges, assigns, transfers and grants to Bank a continuing security interest in the Collateral (as defined herein), as security for the Obligations. Debtor further covenants and agrees:
Exhibit 10.12 TRADEMARK SECURITY AGREEMENT AGREEMENT dated as of February ___, 1999 made by EVERCEL, INC., a Delaware corporation with chief executive office at 3 Great Pasture Road, Danbury, Connecticut 06813 ("Borrower"), in favor of ENERGY RESEARCH...Trademark Security Agreement • February 9th, 1999 • Evercel Inc • Miscellaneous electrical machinery, equipment & supplies
