ThermoEnergy Corporation Security AgreementSecurity Agreement • August 27th, 2013 • Thermoenergy Corp • Hazardous waste management • Massachusetts
This Security Agreement (this “Agreement”) is dated as of August 22, 2013, and is entered into by and among ThermoEnergy Corporation, a Delaware corporation having its principal place of business in Worcester, Massachusetts (the “Borrower”) and the persons and entities named on Schedule I hereto (collectively, the “Secured Parties) and Empire Capital Partners, LP, one of the Secured Parties, as agent for itself and the other Secured Parties (the “Agent”). Capitalized terms not otherwise defined herein are used as defined in the Massachusetts Uniform Commercial Code on the date of this Agreement (the “UCC”).
12% SECURED PROMISSORY NOTESecured Promissory Note • August 27th, 2013 • Thermoenergy Corp • Hazardous waste management
This Note is one of several substantially identical promissory notes issued by the Borrower pursuant to that certain Loan Agreement dated as of August 22, 2013 by and among the Borrower, the Holder and certain other persons (the “Loan Agreement”) (which promissory notes, including the Note, are referred to herein as the “Series Notes”). So long as this Note is outstanding, the Holder shall be entitled to the benefit of, and subject to the provisions of, the Loan Agreement.
ThermoEnergy Corporation Loan AgreementLoan Agreement • August 27th, 2013 • Thermoenergy Corp • Hazardous waste management • Massachusetts
This Agreement is made by and among ThermoEnergy Corporation, a Delaware corporation (the “Corporation”) and the individual and entities identified on Schedule I hereto (each, a “Lender”) as of the 22nd day of August 2013.
August 20, 2013Limitation on Beneficial Ownership • August 27th, 2013 • Thermoenergy Corp • Hazardous waste management • New York
This Letter Agreement applies to and governs any shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued, to be issued or issuable currently or at any time in the future upon conversion, exchange, exercise or otherwise pursuant to any rights, warrants or options to subscribe for or purchase shares of Common Stock or any stock or securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock including, without limitation, (i) the Series B Convertible Preferred Stock of the Company previously issued to the Holders, (ii) the Series B-1 Convertible Preferred Stock of the Company previously issued or issuable to the Holders on or after the date hereof, (iii) the Series C Convertible Preferred Stock of the Company previously issued or issuable to the Holders on or after the date hereof, (iv) any bridge notes or other debt of the Company, including such notes or debt that are or become directly or indirectly c
