KRONOS ADVANCED TECHNOLOGIES, INC. Secured Convertible Promissory Note due June 19, 2010Sands Brothers Venture Capital Ii LLLC • July 2nd, 2007 • Industrial & commercial fans & blowers & air purifing equip • New York
For value received, Kronos Advanced Technologies, Inc., a Nevada corporation whose principal office is located at 464 Common Street, Box 301, Belmont, Massachusetts 02478 (the “Maker”), hereby promises to pay to the order of AirWorks Funding LLLP, a Georgia limited liability limited partnership, whose principal office is located at 655 Madison Avenue, 23rd Floor, New York, New York 10021 (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of Ten Million Eight Hundred Twenty Thousand Dollars ($10,820,000.00) or so much thereof as may be advanced by the Holder to Maker in accordance with the provisions of the Funding Agreement, together with interest thereon. This Secured Convertible Promissory Note (this “Note”) is one of the duly authorized Notes of Maker issued in connection with that Funding Agreement of even date herewith by and among the Maker and the Lenders (the “Funding Agre
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of June 19, 2007, among Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”), Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”), AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”) (Sands I, Sands II, Sands III, Sands IV, CCGF, AirWorks and RS Properties are collectively, the “First Lien Creditors,” and each, a “First Lien Creditor”), Richard A. Sun, an individual resident of the State of Virginia (“Sun”) and Fredric R. Gum
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2007, is by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”), Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”) Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”). AirWorks, Sands II, Sands III, Sands IV, CCGF and RS Properties are collectively referred to herein as the “Stockholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
PROXYProxy • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS PROXY (this “Proxy”), dated as of June 19, 2007, is made and entered into by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Company”), and each of the undersigned holders of securities of the Company who are signatories hereto (each, a “Security Holder”).
AIRWORKS FUNDING LLLP 23rd Floor New York, N.Y. 10021Sands Brothers Venture Capital Ii LLLC • July 2nd, 2007 • Industrial & commercial fans & blowers & air purifing equip
The purpose of this letter is to memorialize certain mutual agreements we have reached regarding our obligations under the Funding Agreement as follows:
FUNDING AGREEMENT among KRONOS ADVANCED TECHNOLOGIES, INC., AIRWORKS FUNDING LLLP, SANDS BROTHERS VENTURE CAPITAL LLC, SANDS BROTHERS VENTURE CAPITAL II LLC, SANDS BROTHERS VENTURE CAPITAL III LLC, SANDS BROTHERS VENTURE CAPITAL IV LLC, CRITICAL...Funding Agreement • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip • New York
THIS FUNDING AGREEMENT (this “Agreement”) is made as of June 19, 2007 by and among Kronos Advanced Technologies, Inc., a Nevada corporation (“Borrower”), AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”), Sands Brothers Venture Capital LLC, a New York limited liability company (“Sands I”), Sands Brothers Venture Capital II LLC, a New York limited liability company (“Sands II”), Sands Brothers Venture Capital III LLC, a New York limited liability company (“Sands III”), Sands Brothers Venture Capital IV LLC, a New York limited liability company (“Sands IV”), Critical Capital Growth Fund, L.P., a Delaware limited partnership and a debenture licensed U.S. Small Business Investment Company (“CCGF”) and RS Properties I LLC, a Delaware limited liability company (“RS Properties”) (AirWorks, Sands I, Sands II, Sands III, Sands IV, CCGF and RS Properties are individually referred to herein as, a “Lender” and collectively as, the “Lenders”).
CONSENT AND AGREEMENT TO JOINT FILINGConsent and Agreement • July 2nd, 2007 • Sands Brothers Venture Capital Ii LLLC • Industrial & commercial fans & blowers & air purifing equip
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.001 per share, of Kronos Advanced Technologies, Inc., and any future amendments thereto as may be required from time to time.
