0001144204-12-055750 Sample Contracts

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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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 11th, 2012 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of October 4, 2012, by and among: (a) THERMOENERGY CORPORATION, a Delaware corporation (“ThermoEnergy”), (b) THERMOENERGY POWER SYSTEMS, LLC, a Delaware limited liability company (“ThermoEnergy Power Systems”), (c) CASTION CORPORATION, a Massachusetts corporation (“CASTion”, and together with ThermoEnergy and ThermoEnergy Power Systems, the “Borrowers”) and (d) C13 THERMO LLC, a Delaware limited liability company (the “Lender”).

LOAN AGREEMENT
Loan Agreement • October 11th, 2012 • Thermoenergy Corp • Hazardous waste management • Massachusetts

This LOAN AGREEMENT is made as of October 4, 2012, by and among (a) ThermoEnergy Corporation, a Delaware corporation (“ThermoEnergy”), (b) ThermoEnergy Power Systems, LLC, a Delaware limited liability company (“ThermoEnergy Power Systems”), (c) CASTion Corporation, a Massachusetts corporation (“CASTion”, and together with ThermoEnergy and ThermoEnergy Power Systems, the “Borrowers”) and (d) C13 Thermo LLC, a Delaware limited liability company (together with its successors and assigns, to the extent permitted under Section 10.9 below, (the “Lender”).

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