ThermoEnergy
Corporation


Standstill
Agreement


  


Agreement dated as
of February 28, 2014 by and among ThermoEnergy Corporation, a Delaware corporation (the “Company”), The Roenigk Family
Trust dated November 10, 2004 (“Roenigk”), Robert S. Trump (“Trump”) and Empire Capital Partners, LP, Empire
Capital Partners, Ltd., and Empire Capital Partners Enhanced Master Fund Ltd. (collectively, “Empire”). Roenigk, Trump
and Empire are collectively referred to herein as the “Creditors”).


 


Whereas, Roenigk is
the holder of the Company’s Amended and Restated Convertible Promissory Note due March 31, 2014 in the original principal
amount of $1,877,217.12 (the “Roenigk Note”); and


 


Whereas, Trump is the
holder of the Company’s 12% Secured Promissory Note in the original principal amount of $2,000,000.00 (the “Trump Note”);
and


 


Whereas, Empire are
the holders of the Company’s 12% Secured Promissory Notes in the aggregate original principal amount of $2,000,000.00 (the
“Empire Notes” and, together with the Roenigk Note and the Trump Note, the “Notes”); and


 


Whereas, the Company’s
obligations under the Trump Note and the Empire Notes are secured by the pledge of substantially all of the Company’s assets
pursuant to a Security Agreement dated as of August 22, 2013 by and among the Company, Trump and Empire, as the Secured Parties,
and Empire Capital Partners, LP, as Agent for itself and the other Secured Parties (the “Security Agreement”);


 


Now, therefore, for
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Creditors hereby
agree as follows:


 


1.                 
Forbearance. Notwithstanding the maturity of any of the Notes nor the occurrence or continuation of any Event of Default
under any of the Notes or under the Security Agreement, none of the Creditors shall during the period from the date of this Agreement
through May 1, 2014 (the “Forbearance Period”) commence any enforcement, collection (including judicial or nonjudicial
foreclosure) or similar proceeding with respect to any of the Notes, the Security Agreement or the Collateral (as such term is
defined in the Security Agreement) or exercise any other rights or remedies any of the Creditors may have under the Notes or the
Security Agreement or otherwise, at law or in equity, with respect to the obligations of the Company to the Creditors under the
Notes or the Security Agreement. 


 


2.                 
Non-Waiver. The Creditors waive no rights or remedies they may have under the Notes or the Security Agreement, but merely
agree not to enforce those rights or remedies during the Forbearance Period. Notwithstanding the Creditors’ agreement to
forbear set forth in Section 1 above, the Notes shall continue, during the Forbearance Period, to bear interest in accordance with
their respective terms. Further, Roenigk’s agreement to forbear shall not affect or limit Roenigk’s right during the
Forbearance Period to receive interest payments under the Roenigk Note or to convert the Roenigk Note into shares of the Company’s
Common Stock as provided in the Roenigk Note.


 






    	



    	 



    

 


3.                 
Revocation. Notwithstanding the Creditors’ agreement to forbear set forth in Section 1, if, during the Forbearance
Period, (i) the Company shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial
part of any of its assets; (ii) the Company shall file or permit the filing of any petition, case arrangement, reorganization,
or the like under any insolvency or bankruptcy law, or the adjudication of it as a bankrupt, or the making of an assignment for
the benefit of creditors or the consenting to any form or arrangement for the satisfaction, settlement or delay of debt or the
appointment of a receiver for all or any part of its properties; or (iii) an order, judgment or decree shall be entered, or a case
shall be commenced, against the Company, without its application, approval or consent by any court of competent jurisdiction, approving
a petition or permitting the commencement of a case seeking reorganization or liquidation of the Company or appointing a receiver,
trustee or liquidator of the Company, or of all or a substantial part of the assets of the Company, and the Company, by any act,
indicate its approval thereof, consent thereto, or acquiescence therein, or such order, judgment, decree or case shall continue
unstayed and in effect for any period of 30 consecutive days or an order for relief in connection therewith shall be entered, then
any of the Creditors may, upon 5 business days’ written notice to the Company and the other Creditors, revoke its agreement
to forbear, whereupon all of the Creditors shall be entitled to exercise in full any and all of their rights under the Notes and
the Security Agreement with respect to any default or Event of Default then existing or thereafter arising.


 


4.                 
Governing Law; Venue. This Agreement and the rights of the parties hereunder shall be construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts applicable to agreements executed and to be performed wholly within such State
and without regard to principles of conflicts of law. Each party irrevocably (a) consents to the jurisdiction of the federal and
state courts situated in or having jurisdiction over Boston, Massachusetts in any action that may be brought for the enforcement
of this Agreement, and (b) submits to and accepts, with respect to its properties and assets, generally and unconditionally, the
in personam jurisdiction of the aforesaid courts, waiving any defense that such court is not a convenient forum. 


 


5.                 
Amendments. This Agreement may be amended only by a written instrument executed by each party hereto.


 


6.                 
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument. Delivery of a counterpart by facsimile or other electronic
transmission shall bind the party making such delivery notwithstanding any subsequent failure or refusal to deliver an original.


 


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blank intentionally. Signature Page follows.]


 






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In witness whereof,
the Company and the Creditors have executed this Agreement as of the date first above written.


  


 





	
         

        ThermoEnergy
        Corporation

         

         

        By:   /s/ Gregory M.
        Landegger              

        Gregory M. Landegger

        Chief Operating Officer

        and Interim Chief
        Financial Officer

         
	
         

        Empire Capital Partners,
        lp

        By: Empire gp, llc, its
        General Partner

         

        By:   /s/ Scott A. Fine                    

        Scott A. Fine

        Managing Member

         

        and

         

        By:  /s/ Peter J. Richards               

        Peter J. Richards

        Managing Member

         

	
         

        Empire Capital Partners,
        ltd

        By: Empire Capital Management,
        llc, 

        its Investment Manager

         

         

        By:   /s/ Scott A. Fine                    

        Scott A. Fine

        Managing Member

         

        and

         

        By:  /s/ Peter J. Richards               

        Peter J. Richards

        Managing Member

         
	
         

        Empire
        Capital Partners Enhanced Master Fund, ltd

        By: Empire Capital Management,
        llc, 

        its Investment Manager

         

         

        By:   /s/ Scott A. Fine                    

        Scott A. Fine

        Managing Member

         

        and

         

        By:  /s/ Peter J. Richards               

        Peter J. Richards

        Managing Member

	
         

        The Roenigk Family Trust
        dated November 10, 2004 

         

         

         

         

         

        By:   /s/ Elise C. Roenigk                     

        Elise C. Roenigk

        Trustee

         
	
         

         

         

         

          /s/
        Robert S. Trump                          

        Robert S. Trump

         








 


 






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