0001144204-11-002358 Sample Contracts

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.

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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 FEBRUARY 29, 2012
Thermoenergy Corp • January 14th, 2011 • Hazardous waste management

This Note is issued pursuant to the terms of an Note Amendment and Forbearance Agreement dated as of January 4, 2011 by and between the Borrower and the Holder (the “Amendment Agreement”) and is subject to the provisions of, and entitled to the benefits of, the Amendment Agreement. The Borrower’s obligations under this Note are secured by the grant to Spencer Trask Specialty Group LLC (as agent for itself and other creditors of the Borrower, including the Holder) (the “Agent”) of a security interest in all of the issued and outstanding equity securities of CASTion Corporation, a Massachusetts corporation (“CASTion”), held by the Borrower, pursuant to a Stock Pledge Agreement dated as of July 2, 2007 among the Borrower, the Agent, the Holder, certain other creditors of the Borrower (the “Pledge Agreement”) and the holder of this Note is entitled to the benefits of the Pledge Agreement. (This Note and the other promissory notes of like tenor issued in series herewith and secured by the P

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