KRONOS ADVANCED TECHNOLOGIES, INC. Secured Convertible Promissory Note due June 19, 2010Secured Convertible Promissory Note • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
For value received, Kronos Advanced Technologies, Inc., a Nevada corporation whose principal office is located at 464 Common Street, Box 301, Belmont, Massachusetts 02478 (the “Maker”), hereby promises to pay to the order of RS Properties I LLC, a Delaware limited liability company (together with its successors, representatives, and permitted assigns, collectively, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of Six Million Four Hundred Eighty Thousand Dollars ($6,480,000.00) or so much thereof as may be advanced by the Holder to Maker in accordance with the provisions of the Funding Agreement, together with interest thereon. This Secured Convertible Promissory Note (this “Note”) is one of the duly authorized Notes of Maker issued in connection with that Funding Agreement of even date herewith by and among the Maker and the Lenders (the “Funding Agreement”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of June 19, 2007, among Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”), Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”), AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”) (Sands I, Sands II, Sands III, Sands IV, CCGF, AirWorks and RS Properties are collectively, the “First Lien Creditors,” and each, a “First Lien Creditor”), Richard A. Sun, an individual resident of the State of Virginia (“Sun”) and Fredric R. Gum
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2007, is by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”), Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”) Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”). AirWorks, Sands II, Sands III, Sands IV, CCGF and RS Properties are collectively referred to herein as the “Stockholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
PROXYProxy Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS PROXY (this “Proxy”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
AIRWORKS FUNDING LLLP 23rd Floor New York, N.Y. 10021Funding Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip
The purpose of this letter is to memorialize certain mutual agreements we have reached regarding our obligations under the Funding Agreement as follows:
SECURITY AGREEMENTSecurity Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS SECURITY AGREEMENT dated as of June 19, 2007 (this “Agreement”), is by and among Kronos Advanced Technologies, Inc., a Nevada corporation with its chief executive office and principal place of business located at 464 Common Street, Box 301, Belmont, Massachusetts 02478 (the “Debtor”) and Kronos Air Technologies, Inc. a Nevada corporation with its chief executive office and principal place of business located at 15241 NE 90th Street, Redmond, Washington 98052 (the “Subsidiary” and collectively with the Debtor, the “Pledgors”), and AirWorks Funding LLLP, a Georgia limited liability limited partnership, (“AirWorks”), Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”) Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital
FUNDING AGREEMENT among KRONOS ADVANCED TECHNOLOGIES, INC., AIRWORKS FUNDING LLLP, SANDS BROTHERS VENTURE CAPITAL LLC, SANDS BROTHERS VENTURE CAPITAL II LLC, SANDS BROTHERS VENTURE CAPITAL III LLC, SANDS BROTHERS VENTURE CAPITAL IV LLC, CRITICAL...Funding Agreement • June 29th, 2007 • RS Properties I LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS FUNDING AGREEMENT (this “Agreement”) is made as of June 19, 2007 by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Borrower”), AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”), Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”), Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”) (AirWorks, Sands I, Sands II, Sands III, Sands IV, CCGF and RS Properties are individually referred to herein as, a “Lender” and collectively as, the “Lenders”).
