0001144204-09-061824 Sample Contracts

Contract
Common Stock Purchase • November 24th, 2009 • 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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ThermoEnergy Corporation Securities Purchase Agreement
Securities Purchase Agreement • November 24th, 2009 • Thermoenergy Corp • Hazardous waste management • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of November 19, 2009, by and between ThermoEnergy Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A, which is attached hereto and incorporated herein by this reference (collectively referred to herein as the “Investors”).

THERMOENERGY CORPORATION VOTING AGREEMENT
Voting Agreement • November 24th, 2009 • Thermoenergy Corp • Hazardous waste management • Delaware

This Voting Agreement (the “Agreement”) is made and entered into as of this 19th day of November, 2009, by and among ThermoEnergy Corporation, a Delaware corporation (the “Company”), The Quercus Trust (“Quercus”), Empire Capital Partners, LP and its affiliates (“Empire”), Focus Fund, L.P. (“Focus”) and Robert S. Trump (“Trump” and with Quercus, Empire and Focus, collectively referred to herein as the “Series B Preferred Stockholders”), .

MUTUAL RELEASE
Mutual Release • November 24th, 2009 • Thermoenergy Corp • Hazardous waste management • Delaware

This Mutual Release is made as of November 19, 2009, by and between __________________ ([“Investor”]) on the one hand, and ThermoEnergy Corporation, a Delaware corporation (“TMEN”), on the other hand.

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