Thermoenergy Corp Sample Contracts

BETWEEN
License Agreement • March 30th, 2004 • Thermoenergy Corp • Hazardous waste management • Washington
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OF
Operating Agreement • May 16th, 2001 • Thermoenergy Corp • Hazardous waste management • Delaware
RECITALS
Marketing Agreement • February 12th, 1997 • Thermoenergy Corp • Hazardous waste management • Arkansas
AND
Warrant Agreement • August 7th, 1997 • Thermoenergy Corp • Hazardous waste management • New York
Contract
Common Stock Purchase • April 5th, 2013 • Thermoenergy Corp • Hazardous waste management • New York

THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

Contract
Common Stock Purchase Warrant • January 14th, 2011 • Thermoenergy Corp • Hazardous waste management • Delaware

THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

ThermoEnergy Corporation Securities Purchase Agreement
Securities Purchase Agreement • April 28th, 2009 • Thermoenergy Corp • Hazardous waste management • Arkansas

This Securities Purchase Agreement (this “Agreement”) is dated as of April 27, 2009, by and between ThermoEnergy Corporation, a Delaware corporation (the “Company”), and the persons and entities identified on Schedule I hereto (each an “Investor” and, collectively, the “Investors”).

and 1,100,00 Series 2 Redeemable Warrants THERMOENERGY CORPORATION UNDERWRITING AGREEMENT
Thermoenergy Corp • August 7th, 1997 • Hazardous waste management • New York
ARTICLE I EMPLOYMENT
Employment Agreement • March 29th, 2002 • Thermoenergy Corp • Hazardous waste management
Contract
Thermoenergy Corp • June 30th, 2009 • Hazardous waste management • Arkansas

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2008 • Thermoenergy Corp • Hazardous waste management • Arkansas

KNOW ALL MEN BY THESE PRESENTS, this contract for services is made this 15th Day of June, 2007 by and between the following parties:

ThermoEnergy Corporation Security Agreement
Security Agreement • September 2nd, 2014 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This Security Agreement (this “Agreement”) is dated as of June 23, 2014, 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”).

PROMISSORY NOTE
Thermoenergy Corp • March 26th, 2013 • Hazardous waste management

This Note is one of several substantially identical promissory notes issued by the Borrower pursuant to that certain Bridge Loan Agreement dated as of December 2, 2011 by and among the Borrower, the Holder and certain other persons (the “Bridge Loan Agreement”) (which promissory notes 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 Bridge Loan Agreement.

12% SECURED PROMISSORY NOTE
Thermoenergy Corp • September 2nd, 2014 • 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 June 23, 2014 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 Executive Employment Agreement
Executive Employment Agreement • February 2nd, 2010 • Thermoenergy Corp • Hazardous waste management • Massachusetts

AGREEMENT, dated the 27th day of January 2010, by and between ThermoEnergy Corporation, a Delaware corporation (together with all of its subsidiaries, the “Company”) and Cary G. Bullock (the “Executive”).

AGREEMENT FOR THE PURCHASE AND SALE OF SECURITIES
Agreement for the Purchase and Sale of Securities • July 10th, 2007 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This Agreement for the Purchase and Sale of Securities (hereinafter called the “Agreement”) is made and entered into as of the 2nd day of July 2007 (the “Effective Date”) by and among CASTion Corporation, a Massachusetts corporation (“CASTion”), the holders of shares of the capital stock of CASTion identified on Exhibit A attached hereto and made a part hereof (each a “Seller”), and ThermoEnergy Corporation, a Delaware corporation (the “Buyer”). CASTion, the Sellers and the Buyer are hereinafter collectively called the “Parties.”

ThermoEnergy Corporation Loan Agreement (as amended through August 18, 2014)
Security Agreement • September 2nd, 2014 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This Agreement is made by and among ThermoEnergy Corporation, a Delaware corporation (the “Corporation”) and the individuals and entities identified on Schedule I hereto (each, a “Lender”) as of the 23rd day of June 2014.

SECOND WARRANT MODIFICATION AGREEMENT
Second Warrant Modification Agreement • January 9th, 2003 • Thermoenergy Corp • Hazardous waste management • Arkansas

This Agreement is made as of December 16, 2002, by and between THERMOENERGY CORPORATION f/k/a Innotek Corporation (the “Corporation”) and Robert S. Trump (“Holder”).

SECOND WARRANT MODIFICATION AGREEMENT
Second Warrant Modification Agreement • January 9th, 2003 • Thermoenergy Corp • Hazardous waste management • Arkansas

This Agreement is made as of December 16, 2002, by and between THERMOENERGY CORPORATION f/k/a Innotek Corporation (the “Corporation”) and Robert S. Trump (“Holder”).

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ThermoEnergy Corporation Securities Purchase Agreement
Securities Purchase Agreement • August 9th, 2010 • Thermoenergy Corp • Hazardous waste management • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2010, by and among ThermoEnergy Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

SECOND WARRANT MODIFICATION AGREEMENT
Second Warrant Modification Agreement • January 9th, 2003 • Thermoenergy Corp • Hazardous waste management • Arkansas

This Agreement is made as of December 16, 2002, by and between THERMOENERGY CORPORATION f/k/a Innotek Corporation (the “Corporation”) and Robert S. Trump (“Holder”).

SECURITY AGREEMENT
Security Agreement • August 27th, 2009 • Thermoenergy Corp • Hazardous waste management • Arkansas

THIS SECURITY AGREEMENT (this “Agreement”) is dated as of July 31, 2009, and is entered into by and between ThermoEnergy Corporation, a Delaware corporation having its principal place of business in Little Rock, Arkansas (the “Debtor”), and Focus Fund, L.P. (the “Secured Party”). Capitalized terms not otherwise defined herein are used as defined in the Arkansas Uniform Commercial Code on the date of this Agreement.

TECHNOLOGY COOPERATIVE AGREEMENT
Technology Cooperative Agreement • April 17th, 2006 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This Technology Cooperative Agreement (this “Agreement”) is made effective as of March 24, 2006 (the “Effective Date”) by and between CASTion Corporation, a corporation organized and existing under the laws of Commonwealth of Massachusetts, having a principal address at 10 New Bond Street, Worcester, Massachusetts 01606 USA (“CASTion”) and ThermoEnergy Corporation, a corporation organized and existing under the laws of the State of Arkansas, having a principal address at 124 W. Capital Avenue, Suite 880, Little Rock, AR 72201 (“ThermoEnergy”).

Bridge Loan Agreement
Bridge Loan Agreement • March 26th, 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, an “Investor”) this 2nd day of December 2011.

Witnesseth:
Worldwide Marketing Agreement • February 12th, 1997 • Thermoenergy Corp • Hazardous waste management • Arkansas
ThermoEnergy Corporation Standstill Agreement
Standstill Agreement • March 4th, 2014 • Thermoenergy Corp • Hazardous waste management • Massachusetts

Agreement dated as of February 28, 2014 by and among ThermoEnergy Corporation, a Delaware corporation (the “Company”), The Roenigk Family Trust dated November 10, 2004 (“Roenigk”), Robert S. Trump (“Trump”) and Empire Capital Partners, LP, Empire Capital Partners, Ltd., and Empire Capital Partners Enhanced Master Fund Ltd. (collectively, “Empire”). Roenigk, Trump and Empire are collectively referred to herein as the “Creditors”).

Note Amendment and Forbearance Agreement
Note Amendment and Forbearance Agreement • January 14th, 2011 • Thermoenergy Corp • Hazardous waste management • Massachusetts

Agreement dated as of the 4th day of January 2011 (this “Agreement”) by and between ThermoEnergy Corporation, a Delaware corporation (“ThermoEnergy”) and _________________.

CONVERTIBLE PROMISSORY NOTE DUE MAY 31, 2010
Thermoenergy Corp • July 10th, 2007 • Hazardous waste management • Delaware

This Note is one of a series of Notes issued to former stockholders of CASTion Corporation, a Massachusetts corporation (“CASTion”), pursuant to the terms of an Agreement for the Purchase and Sale of Securities dated as of July 2, 2007 (the “Purchase Agreement”) among the Borrower, CASTion and certain former security holders of CASTion, pursuant to which CASTion became a majority-owned subsidiary of the Borrower, and is subject to the provisions of, and entitled to the benefits of, the Purchase Agreement. The Borrower’s obligations under this Note and the other Notes in such series are secured by the grant to the Holder and the holders of the other such Notes of a security interest in all of the issued and outstanding CASTion equity securities held by the Borrower, pursuant to a Stock Pledge Agreement among the Borrower, the Holder, the holders of the other Notes and Spencer Trask Specialty Group, LLC, as agent for the Holder and the holders of such other Notes (the “Pledge Agreement”)

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Thermoenergy Corp • Hazardous waste management

This Agreement of Amendment is entered into as of the 25th day of February 2009 by and between Alexander G. Fassbender (the “Executive”) and ThermoEnergy Corporation, a Delaware corporation (the “Company”).

DETAILED LICENSE CONTRACT
Detailed License Contract • June 26th, 2012 • Thermoenergy Corp • Hazardous waste management

ThermoEnergy Corporation, a Delaware corporation, having its principal office at 10 New Bond Street, Worcester, MA, USA, represented by Mr. Cary Bullock (together with TEPS, hereafter "Thermo");

NOTE
Thermoenergy Corp • October 11th, 2012 • Hazardous waste management

This Note is issued pursuant and subject to the terms and conditions of the Loan Agreement, and the holder hereof is entitled to, and shall have, all of the benefits of the Loan Agreement, and all other agreements, instruments, guarantees and other documents executed and delivered in connection therewith and herewith. All capitalized terms not defined herein but defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement.

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