RECITALS --------Asset Purchase Agreement • May 29th, 1997 • Sonic Environmental Systems Inc • Services-engineering services • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2011 • Turbosonic Technologies Inc • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2011, by and between TurboSonic Technologies, Inc., a Delaware corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the “Investor”).
ARTICLE 1Support Agreement • October 1st, 1997 • Sonic Environmental Systems Inc • Services-engineering services • Ontario
INVESTMENT AGREEMENTInvestment Agreement • October 31st, 2011 • Turbosonic Technologies Inc • Services-engineering services • New York
Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ___________________200_, we are now submitting the amount of common shares for you to issue to Dutchess.
EXHIBIT 2.1 COMBINATION AGREEMENT DATED AS OF JULY 1, 1997Combination Agreement • October 1st, 1997 • Sonic Environmental Systems Inc • Services-engineering services • Ontario
EXHIBIT 2.3 VOTING AND EXCHANGE TRUST AGREEMENT ----------------------------------- MEMORANDUM OF AGREEMENT made as of the 25th day of August, 1997, between SONIC ENVIRONMENTAL SYSTEMS, INC., a Delaware corporation ("Sonic"), SONIC CANADA, INC., an...Voting and Exchange Trust Agreement • October 1st, 1997 • Sonic Environmental Systems Inc • Services-engineering services • Ontario
OFSonic Environmental Systems Inc • October 1st, 1997 • Services-engineering services
INVESTMENT AGREEMENTRegistration Rights Agreement • November 10th, 2011 • Turbosonic Technologies Inc • Services-engineering services • New York
Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services • New York
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is entered into as of October 10, 2012 (the “Effective Date”) by and between MEGTEC Systems, Inc., a Delaware corporation with principal offices located at 830 Prosper Road, DePere, Wisconsin 54115, U.S.A., and its direct, wholly-owned subsidiaries (collectively, “Licensee”), and TurboSonic Technologies Inc., a Delaware corporation and TurboSonic Inc. and their direct wholly-owned subsidiaries c/o TurboSonic Inc. with principal offices located at 550 Parkside Drive, Suite A14, Waterloo, Ontario, Canada N2L5V4 (collectively, “Licensor”). Licensee and Licensor shall be referred to collectively as the “Parties” and individually as “Party.”
VOTING AGREEMENTVoting Agreement • November 7th, 2012 • Turbosonic Technologies Inc • Services-engineering services • Delaware
This VOTING AGREEMENT, dated as of October 10, 2012 (this "Agreement"), is made among MEGTEC Systems, Inc., a Delaware corporation ("Parent"), and the stockholders of TurboSonic Technologies, Inc., a Delaware corporation (the "Company"), listed on the signature pages hereto (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services • New York
THIS SECOND LIEN SECURITY AGREEMENT (this “Security Agreement”) dated as of October 10, 2012, is by and between TURBOSONIC TECHNOLOGIES, INC., a Delaware corporation (the “Debtor”) having its chief executive office at 550 Parkside Drive, Suite A-14, Waterloo, Ontario, Canada N265V4, and MEGTEC SYSTEMS, INC., a Delaware corporation (the “Secured Party”).
EXHIBIT 7(c)(i) TERM SHEET Term Sheet between: Sonic Environmental Systems, Inc., a Delaware corporation, with its principal office at 141, New Road, Parsippany, New Jersey 07054 (hereinafter referred to as "Sonic"), and Turbotak Technologies Inc., a...Sonic Environmental Systems Inc • October 10th, 1996 • Services-engineering services
ContractRegistration Rights Agreement • April 25th, 2006 • Turbosonic Technologies Inc • Services-engineering services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated April 21, 2006, by and among Turbosonic Technologies, Inc., a Delaware corporation (the “Company”), and the Investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services • Ontario
SECURITY AGREEMENT Dated April 21, 2008 From TURBOSONIC TECHNOLOGIES, INC., as Grantor to CANADIAN IMPERIAL BANK OF COMMERCE, as LenderSecurity Agreement • July 25th, 2008 • Turbosonic Technologies Inc • Services-engineering services • New York
SECURITY AGREEMENT (this “Agreement”) dated April 21, 2008 made by Turbosonic Technologies, Inc., a Delaware corporation (the “Grantor”), in favor of Canadian Imperial Bank of Commerce (the “Lender”).
GUARANTYGuaranty • July 25th, 2008 • Turbosonic Technologies Inc • Services-engineering services • New York
THIS GUARANTY, dated as of April 21, 2008, is made by TURBOSONIC TECHNOLOGIES, INC. (the “Guarantor”) in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as lender (the “Lender”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of October 10, 2012, is by and between TURBOSONIC TECHNOLOGIES, INC., a Delaware corporation (the “Debtor”), and MEGTEC SYSTEMS, INC., a Delaware corporation (the “Secured Party”).
PATENT SECURITY AGREEMENTPatent Security Agreement • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services
THIS PATENT SECURITY AGREEMENT (this “Agreement”) dated as of October 10, 2012, is by and between TURBOSONIC TECHNOLOGIES, INC., a Delaware corporation (the “Debtor”), and MEGTEC SYSTEMS, INC., a Delaware corporation (the “Secured Party”).
AGREEMENT AND PLAN OF MERGER By and Between MEGTEC Systems, Inc. MTS WSP, Inc. and TurboSonic Technologies, Inc. dated as of October 10, 2012Agreement and Plan of Merger • October 15th, 2012 • Turbosonic Technologies Inc • Services-engineering services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and effective as of October 10, 2012, by and among MEGTEC Systems, Inc., a Delaware corporation ("Purchaser"), MTS WSP, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Purchaser ("Newco"), and TurboSonic Technologies, Inc., a Delaware corporation ("Company").
