Number of Shares of Common Stock: _____ Warrant No. 2007-____ COMMON STOCK PURCHASE WARRANT To Purchase Common Stock of THERMOENERGY CORPORATIONCommon Stock Purchase Warrant • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Delaware
This Is To Certify That _______, or registered assign, is entitled, at any time from the Closing Date (as hereinafter defined) to the Expiration Date (as hereinafter defined), to purchase from ThermoEnergy Corporation, a Delaware corporation (the “Company”), _____ shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price per share as set forth in Section 2.2 hereof (the “Exercise Price”), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Arkansas
KNOW ALL MEN BY THESE PRESENTS, this contract for services is made this 1st day of July 2007 by and between the following parties:
AGREEMENT FOR THE PURCHASE AND SALE OF SECURITIESAgreement for the Purchase and Sale of Securities • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Massachusetts
This Agreement for the Purchase and Sale of Securities (hereinafter called the “Agreement”) is made and entered into as of the 2nd day of July 2007 (the “Effective Date”) by and among CASTion Corporation, a Massachusetts corporation (“CASTion”), the holders of shares of the capital stock of CASTion identified on Exhibit A attached hereto and made a part hereof (each a “Seller”), and ThermoEnergy Corporation, a Delaware corporation (the “Buyer”). CASTion, the Sellers and the Buyer are hereinafter collectively called the “Parties.”
CONVERTIBLE PROMISSORY NOTE DUE MAY 31, 2010Convertible Promissory Note • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Delaware
This Note is one of a series of Notes issued to former stockholders of CASTion Corporation, a Massachusetts corporation (“CASTion”), pursuant to the terms of an Agreement for the Purchase and Sale of Securities dated as of July 2, 2007 (the “Purchase Agreement”) among the Borrower, CASTion and certain former security holders of CASTion, pursuant to which CASTion became a majority-owned subsidiary of the Borrower, and is subject to the provisions of, and entitled to the benefits of, the Purchase Agreement. The Borrower’s obligations under this Note and the other Notes in such series are secured by the grant to the Holder and the holders of the other such Notes of a security interest in all of the issued and outstanding CASTion equity securities held by the Borrower, pursuant to a Stock Pledge Agreement among the Borrower, the Holder, the holders of the other Notes and Spencer Trask Specialty Group, LLC, as agent for the Holder and the holders of such other Notes (the “Pledge Agreement”)
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Massachusetts
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 Spencer Trask 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.
Number of Shares of Common Stock: 300,000 Warrant No. 2007-CE01 COMMON STOCK PURCHASE WARRANT To Purchase Common Stock of THERMOENERGY CORPORATIONCommon Stock Purchase Warrant • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Delaware
This Is To Certify That Jeffrey L. Powell, or registered assign, is entitled to purchase from ThermoEnergy Corporation, a Delaware corporation (the “Company”), 300,000 shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price per share as set forth in Section 2.2 hereof (the “Exercise Price”), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
Bonus AgreementBonus Agreement • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Massachusetts
This Agreement is entered into on July 2, 2007, by ThermoEnergy Corporation, a Delaware corporation with offices located at 124 West Capitol Avenue, Suite 880, Little Rock, Arkansas 72201 (the “Buyer”), CASTion Corporation, a Massachusetts corporation (“CASTion”), and Donald F. Farley (the “Agent”) as agent for certain employees of CASTion whose name and address are set forth at the end of this Agreement (the “Employees”).
ContractCommon Stock Purchase Warrant • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Delaware
THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.
