PLEDGE AGREEMENTPledge Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of September 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Pledgors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Pledgors” and each (including Caprius, M.C.M. and M.C.M. Israel) individually, a “Pledgor”), VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), as an inducement to the Secured Party to enter into that certain Securities Purchase and Sale Agreement of even date herewith (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined herein shall h
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of January 22, 2010, by and between Caprius, Inc., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, the “Investor”).
SECURITY AGREEMENTSecurity Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of September 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Obligors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Obligors” and each (including Caprius, M.C.M. and M.C.M. Israel) individually, an “Obligor”), VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), as an inducement to the Secured Party to enter into that certain Securities Purchase and Sale Agreement of even date herewith (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined her
PATENT SECURITY AGREEMENTPatent Security Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
THIS SECURITY AGREEMENT (this “Patent Security Agreement”) dated as of December 16, 2009, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”), the Additional Obligors (as defined in Section 14(k)) (together with Caprius, M.C.M. and M.C.M. Israel, collectively, the “Obligors” and each (including Caprius, M.C.M., M.C.M. UK and M.C.M. Israel) individually, an “Obligor”), and VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, the “Secured Party”), pursuant to that certain Securities Purchase and Sale Agreement, dated as of September 16, 2009 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and the transactions contemplated thereby. All Capitalized terms used and not defined herein shall
WARRANTWarrant Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.
EQUITY RIGHTS AGREEMENTEquity Rights Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • Delaware
THIS EQUITY RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 22, 2010, by and among Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, the “Investor”), and Caprius, Inc., a Delaware corporation (the “Company”), with reference to the following facts:
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
This Release and Settlement Agreement (“Settlement Agreement”) is entered into as of June 22, 2009 (the “Effective Date”) between and among, on the one hand, Andre Sassoon and Andre Sassoon International, Inc. (both hereinafter referred to as “the Sassoon Parties”) and MCM Environmental Technologies, Inc., Caprius, Inc., George Aaron (hereinafter referred to as “the Caprius Parties”, and collectively with the Sassoon Parties, the “Parties”); and
SECURITIES PURCHASE AND SALE AGREEMENT by and among CAPRIUS, INC., M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., and M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD. and VINTAGE CAPITAL GROUP, LLCSecurities Purchase and Sale Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
THIS SECURITIES PURCHASE AND SALE AGREEMENT is entered into as of September 16, 2009 (this “Agreement”), by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), and M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”) (Caprius, M.C.M. and M.C.M. Israel may be individually referred to as a “Borrower” and collectively referred to as the “Borrowers”), and VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”).
WARRANT PURCHASE AGREEMENT by and between CAPRIUS, INC. and VINTAGE CAPITAL GROUP, LLC Dated as of January 22, 2010Warrant Purchase Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • Delaware
THIS WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of January 22, 2010, by and between Caprius, Inc., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MONITORING AGREEMENTInvestment Monitoring Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • New York
THIS INVESTMENT MONITORING AGREEMENT (this “Agreement”), dated as of September 16, 2009, is entered into by and between CAPRIUS, INC., a Delaware corporation (the “Company”), and Vintage Capital Group, LLC, a Delaware limited liability company (together with its successors and assigns, “Investor”). Capitalized terms not defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2010 • Caprius Inc • Hazardous waste management • Delaware
This Agreement (this “Agreement”), is entered into this 16th day of October 2009, by and between Caprius, Inc., a Delaware corporation (the “Company”), and Dwight Morgan (the “Executive”).
