EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and between Environmental Quality Management, Inc., a Delaware corporation (the “Company”), with an address at 1800 Carillon Blvd., Cincinnati, OH 45240, and Jack S Greber, who currently resides at 5722 Saddleridge Drive, Cincinnati, OH 45247 (“Executive”).
ContractSubordination Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 29, 2010 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
AGREEMENT AND PLAN OF MERGER AMONG BEACON ENERGY HOLDINGS, INC., BEACON ACQUISITION, INC. , AND ENVIRONMENTAL QUALITY MANAGEMENT, INC. Dated as of January 25, 2011 AGREEMENT OF PLAN AND MERGERMerger Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2011 (this “ Agreement ”), among Beacon Energy Holdings, Inc., a Delaware corporation (“ Parent ”), Beacon Acquisition, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Environmental Quality Management, Inc., an Ohio corporation (the “ Company ”).
PLEDGE AGREEMENTPledge Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of February 4, 2011 (the “Effective Date”), is entered into by and between BEACON ENERGY HOLDINGS, INC., a Delaware corporation which will, on the Effective Date, change its name to EQM Technologies & Energy, Inc. (“Debtor”), whose principal place of business and mailing address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”), for itself and as agent for each of its affiliates (collectively, “Secured Party”). Debtor hereby grants to Secured Party a continuing security interest in and to, and a Lien on, and hereby assigns to Secured Party as collateral, all of the “Pledged Collateral”, as defined in Section 2 of this Agreement. Debtor and Secured Party hereby further agree as follows:
ContractConvertible Subordinated Note • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of ___________ __, 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Purchaser”).
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of September 12, 2008 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
U.S. $20,000,000 FINANCING AGREEMENT, dated as of October 31, 2006, between U.S. BANK NATIONAL ASSOCIATION as Bank and ENVIRONMENTAL QUALITY MANAGEMENT, INC. as BorrowerFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS FINANCING AGREEMENT (this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), and ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation, is as follows:
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Amendment No. 1 to Registration Rights Agreement, dated as of March 30, 2012 (this “Amendment”), amends that certain Registration Rights Agreement, dated as of December 30, 2011 (the “Agreement”), by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages to the Agreement. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS AMENDED AND RESTATED LEASE AGREEMENT is made effective as of November 1, 2006, between Carillon Partners, LLC, an Ohio limited liability company (“Lessor”), whose address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240, and Environmental Quality Management, Inc., an Ohio corporation (“Lessee”), whose address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240.
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 15, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Purchaser”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Management Services Agreement (this “Agreement”) is entered into effective July 1, 2012, by and between EQM Technologies & Energy, Inc. a Delaware Corporation (“EQM” or the “Company”) and Argentum Equity Management, L.L.C., a Delaware limited liability company (the “Management Services Provider” or “Argentum”).
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 1, 2007 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of December 30, 2011, by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages hereto (collectively, the “Investors” and, individually, an “Investor”).
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS NINTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 30, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
ContractWarrant Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Subordinated Note • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.
BIODIESEL TOLL PRODUCTION AGREEMENTBiodiesel Toll Production Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Texas
THIS BIODIESEL TOLL PRODUCTION AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of March, 2012 (the “Effective Date”), by and between BEACON ENERGY (TEXAS) CORP., a Delaware corporation whose principal place of business is located at 3102 Windmill Road, Cleburne, Texas 76033 (“Beacon”), and DELEK RENEWABLES, LLC, a Delaware limited liability company whose principal place of business is located at 7102 Commerce Way, Brentwood, Tennessee 37027 (“Owner”).
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS EIGHTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of November 4, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS TENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of January 31, 2012 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS ELEVENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 30, 2012 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
GUARANTYGuaranty • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
THIS GUARANTY (this “Guaranty”), dated as of February 4, 2011 (the “Effective Date”), made by BEACON ENERGY HOLDINGS, INC., a Delaware corporation which will, on the Effective Date, change its name to EQM Technologies & Energy, Inc. (“Guarantor”), to, and for the benefit of, U.S. BANK NATIONAL ASSOCIATION, a national banking association, for itself and as agent for each of its affiliates (collectively, “Bank”), is as follows:
ContractSubordinated Promissory Note • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals
The indebtedness evidenced by this instrument is subordinated to the prior payment-in-full of the Senior Debt, as defined in, and pursuant to the terms of, the Subordination Agreement dated as of December 29, 2010 made by U.S. Bank National Association and the Lender.
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS SEVENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 28, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
TO FINANCING AGREEMENTFinancing Agreement • June 28th, 2012 • EQM Technologies & Energy, Inc. • Industrial organic chemicals • Ohio
THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 4, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively, “Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), is as follows:
