SECURITY AGREEMENT (in favor of YA Global Investments, L.P.)Security Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 17, 2010, by and among (i) CARBONICS CAPITAL CORPORATION (the “Company”) and (ii) each subsidiary and affiliate of the Company listed on Schedule 1 attached hereto (the “Subsidiaries,” and jointly, severally, and collectively with the Company, the “Grantors”) in favor of YA GLOBAL INVESTMENTS, L.P. (“the “Secured Party”).
SECURITY AGREEMENT (in favor of New EarthShell Corporation)Security Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of August 17, 2010, by and among (i) Carbonics Capital Corporation, a Delaware corporation (“Carbonics” or the “Issuer”), (ii) Westport Energy Acquisition Inc., a Delaware corporation (“Acquisition Sub”), (iii) Westport Energy, LLC, a Delaware limited liability company (“Westport”; and together with Carbonics and Acquisition Sub, collectively, the “Companies”), and (iv) any subsidiary and affiliate of the Companies listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Companies, the “Grantors”) in favor of New EarthShell Corporation, a Delaware corporation (the “Secured Party”).
GUARANTY AGREEMENT (in favor of New EarthShell Corporation)Guaranty Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey
This GUARANTY AGREEMENT dated as of August 17, 2010 (the “Guaranty”), is given by (i) Westport Energy Acquisition, Inc., a Delaware corporation (“Acquisition Sub”), (ii) Westport Energy, LLC, a Delaware limited liability company (“Westport” and together with Acquisition Sub, collectively, the “Companies”), and (iii) each subsidiary and affiliate of the Companies now listed on Schedule 1 attached hereto or hereinafter joined to this Guaranty (the “Subsidiaries,” collectively with the Companies, the “Guarantors”) in favor of New EarthShell Corporation (the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Security Agreement (as defined below).
PLEDGE AND ESCROW AGREEMENT (in favor of New EarthShell Corporation)Pledge and Escrow Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey
PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated as of August 17, 2010, by 4 Sea-Sons LLC a Delaware limited liability company (the “Preferred Shareholder”), Westport Energy Acquisition Inc., a Delaware corporation (the “Acquisition Sub”), Carbonics Capital Corporation, a Delaware corporation (the “Parent”) and each subsidiary, direct and indirect, of the Parent or Acquisition Sub listed on Schedule I attached hereto or joined to this agreement in the future (the “Subsidiary Pledgors,” collectively with the Preferred Shareholder, Parent and Acquisition Sub, the “Pledgors”) in favor of New EarthShell Corporation (the “Pledgee”).
LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG NEW EARTHSHELL CORPORATION, AS SELLER, WESTPORT ENERGY, LLC, WESTPORT ENERGY ACQUISITION, INC., AS BUYER, AND CARBONICS CAPITAL CORPORATIONLLC Membership Interest Purchase Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New York
This LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 17th day of August, 2010 is entered into by and among WESTPORT ENERGY ACQUISITION, INC., a Delaware corporation with a principal address at One Penn Plaza, Suite 1612, New York, NY 10119 (“Buyer”), CARBONICS CAPITAL CORPORATION, a Delaware corporation with a principal address at One Penn Plaza, Suite 1612, New York, NY 10119 and the sole shareholder of Buyer (“Carbonics”), NEW EARTHSHELL CORPORATION, a Delaware corporation with a principal address at 101 Hudson Street, Suite 3700, Jersey City, NJ 07302 (“Seller”), and WESTPORT ENERGY, LLC, a Delaware limited liability company with a principal address at 101 Hudson Street, Suite 3700, Jersey City, NJ 07302 (“Westport”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 17, 2010, by and among CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), YA Global Investments, L.P. (the “Buyer” or collectively “Buyers”).
