GUARANTY AGREEMENTGuaranty Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Guaranty Agreement (this "Agreement"), dated as of March 5, 2019, is made by TECOGEN INC., a Delaware corporation (the “Guarantor”), in favor of each of COGENTWO LLC, a Delaware limited liability company (the “Company”), and SDCL TG COGEN LLC, a Delaware limited liability company (the "Purchaser", and together with the Company, the “SDCL Parties”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Billing Agreement dated as of the date hereof (as amended from time to time, the “Billing Agreement”) among the Guarantor and Company, and the rules of usage set forth in the Billing Agreement shall apply to this Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 5, 2019, is made by and among SDCL TG COGEN LLC, a Delaware limited liability company (the “Purchaser”), and AMERICAN DG ENERGY INC., a Delaware corporation (“ADG” or the “Seller”), and TECOGEN INC., a Delaware corporation (“Tecogen” or the “Guarantor”). Purchaser, Guarantor and the Seller shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.
BILLING AND ASSET MANAGEMENT AGREEMENTBilling and Asset Management Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS BILLING AND ASSET MANAGEMENT AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is made as of March 5, 2019, by and among COGENTWO LLC, a Delaware limited liability company (the “Company”), and TECOGEN INC., a Delaware corporation (the “Asset Manager”). Each of the Company, and the Asset Manager shall be referred to herein as a “Party” and together, the “Parties”.
AMENDMENT NO. 2 TO, AND WAIVER NO. 3 UNDER, CREDIT AGREEMENTCredit Agreement • March 8th, 2019 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENT NO. 2 TO, AND WAIVER NO. 3 UNDER, CREDIT AGREEMENT, dated as of March 5, 2019 (this “Amendment and Waiver”, UNDER, CREDIT AGREEMENT, dated as of May 4, 2018, among TECOGEN INC., a Delaware corporation (“Tecogen”) AMERICAN DG ENERGY INC., a Delaware corporation (“ADGE”) and TTCOGEN LLC, a Delaware corporation (“TTCogen”, and collectively with Tecogen and ADGE, each, a “Borrower” and, collectively, the “Borrowers”), and WEBSTER BUSINESS CREDIT CORPORATION, a New York corporation (“WBCC”), individually, as lender hereunder and, collectively, as agent for itself and each other Lender Party (as hereinafter defined) (WBCC, acting in both such capacities, herein called “Lender”), as amended by Amendment No 1 to, and Waiver No. 1 under, Credit Agreement, dated as of December 14, 2018 and Waiver No. 2 under Credit Agreement dated as of December 27, 2018 (as so amended, the “Credit Agreement”).
