Exhibit
4.1

     

    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.

     

    Warrant
No. W11-__

     

    COMMON
STOCK PURCHASE WARRANT

     

    To
Purchase Common Stock of

    ThermoEnergy
Corporation

     

    This
Is
To
Certify
That
___________________, or
its registered assign, is entitled, at any time from the Issue Date (as
hereinafter defined) to the Expiration Date (as hereinafter defined), to
purchase, in whole or in part, from ThermoEnergy Corporation, a Delaware
corporation (the “Company”), at a purchase price
of [$0.30 per share or
$0.40 per share]
(subject to adjustment as hereinafter provided, the “Exercise Price”) up to _______________ shares of
Common Stock (as hereinafter defined), all on the terms and conditions and
pursuant to the provisions hereinafter set forth.

     

    
      	
               
      

            	
              1.

            	
              DEFINITIONS

            


    

     

    As used
in this Common Stock Purchase Warrant (this “Warrant”), the following terms
shall have the respective meanings set forth below:

     

    “Business Day” shall mean any
day that is not a Saturday or Sunday or a day on which banks in New York City,
New York are required or permitted to be closed in the City of New
York.

     

    “Commission” shall mean the
Securities and Exchange Commission or any other federal agency then
administering the Securities Act and other federal securities laws.

     

    “Common Stock” shall mean
(except where the context otherwise indicates) the Common Stock, par value
$0.001 per share, of the Company as constituted on the Issue Date, and any
capital stock into which such Common Stock may thereafter be changed, and shall
also include (i) capital stock of the Company of any other class (regardless of
how denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof which is also not preferred as to dividends or assets
over any other class of stock of the Company and which is not subject to
redemption and (ii) shares of common stock of any successor or acquiring
corporation received by or distributed to the holders of Common Stock of the
Company in the circumstances contemplated by Section 4.4.

     

    “Convertible Securities” shall
mean evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable, with or without payment of additional
consideration in cash or property, for shares of Common Stock, either
immediately or upon the occurrence of a specified date or a specified
event.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     “Exercise Period” shall mean
the period during which this Warrant is exercisable pursuant to Section
2.1.

     

    “Expiration Date” shall mean
January 4, 2016.

     

    “Fundamental Corporate Change”
shall have the meaning set forth in Section 4.4.

     

    “Holder” shall mean the Person
in whose name the Warrant is registered on the books of the Company maintained
for such purpose.

     

    “Issue Date” shall mean January
4, 2011.

     

    “Market Price” shall mean, on
any date of determination, (i) the closing price of a share of Common Stock on
such day as reported on the principal Trading Market on which the Common Stock
is listed or traded, or (ii) if the Common Stock is not listed on a Trading
Market, the closing bid price for a share of Common Stock on such day in the
over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the
Common Stock is not then listed or quoted on the OTC Bulletin Board, the closing
bid price for a share of Common Stock on such day in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting
prices).

     

    “Other Property” shall have the
meaning set forth in Section 4.4.

     

    “Person” shall mean any
individual, sole proprietorship, partnership, joint venture, trust, incorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).

     

    “Securities Act” shall mean the
Securities Act of 1933, as amended, or any successor federal statute, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

     

    “Trading Day” means (i) a day
on which the Common Stock is traded on a Trading Market, or (ii) if the Common
Stock is not listed on a Trading Market, a day on which the Common Stock is
traded in the over-the-counter market, as reported by the OTC Bulletin Board, or
(iii) if the Common Stock is not then quoted on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by
the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then the term “Trading Day” shall mean a Business
Day.

    


    “Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the
Nasdaq National Market, or the Nasdaq Bulletin Board on which the Common Stock
is listed or quoted for trading on the date in question.

     

     “Transfer” shall mean any
disposition of any Warrant or Warrant Stock or of any interest in either
thereof, which would constitute a sale thereof within the meaning of the
Securities Act.

     

    “Warrant Stock” shall mean the
shares of Common Stock issued or issuable to the Holders of the Warrants upon
the exercise thereof.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Warrants” shall mean this
Warrant and all warrants issued upon transfer, division or combination of, or in
substitution for, any thereof.  All Warrants shall at all times be
identical as to terms and conditions and date, except as to the number of shares
of Common Stock for which they may be exercised.

     

    
      	
               
      

            	
              2.

            	
              EXERCISE
      OF WARRANT

            


    

     

    
      	
               
      

            	
              2.1

            	
              Manner
      of Exercise

            


    

     

    From and
after the Issue Date and until 6:00 p.m., New York time, on the Expiration Date,
the Holder may exercise this Warrant, on any Business Day, for all or any part
of the number of shares of Common Stock purchasable hereunder.

     

    In order
to exercise this Warrant, in whole or in part, the Holder shall surrender this
Warrant to the Company at its principal business office or at the office or
agency designated by the Company pursuant to Section 12, together with a written
notice of the Holder’s election to exercise this Warrant, which notice shall
specify the number of shares of Common Stock to be purchased, and shall be
accompanied by payment of the Exercise Price  (a) in cash or wire
transfer or cashier’s check drawn on a United States bank or (b) written
direction to the Company to cancel a portion of this Warrant sufficient to
satisfy the “cashless exercise” provisions of this Section
2.1.  .  Such notice shall be substantially in the form of
the subscription form appearing at the end of this Warrant as Exhibit A, duly
executed by the Holder or its agent or attorney.  Upon receipt of the
items referred to above, the Company shall, as promptly as practicable, and in
any event within three Business Days thereafter, execute or cause to be executed
and deliver or cause to be delivered to the Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share, as
hereinafter provided.  The stock certificate or certificates so
delivered shall be, to the extent possible, in such denomination or
denominations as the Holder shall request in the notice and shall be registered
in the name of the Holder or, subject to Section 9, such other name as shall be
designated in the notice.  This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and the Holder or any other Person so designated to be named therein
shall be deemed to have become the holder of record of such shares for all
purposes, as of the date the notice, together with the cash or check or wire
transfer of funds (or direction to cancel a portion of this Warrant pursuant to
the “cashless exercise” provisions) and this Warrant is received by the
Company as described above and all taxes required to be paid by the Holder, if
any, pursuant to Section 2.2 prior to the issuance of such shares have been
paid. If this Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates representing Warrant
Stock, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant,
or, at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.  Notwithstanding any
provision herein to the contrary, the Company shall not be required to register
shares in the name of any Person who acquired this Warrant (or part hereof) or
any Warrant Stock otherwise than in accordance with this Warrant.

    


    In lieu
of payment of the Exercise Price in cash, the Holder may direct the Company to
cancel a portion of this Warrant having a value equal to the Exercise Price for
the number of shares of Warrant Stock as to which the Holder exercises this
Warrant, determined by multiplying the number of shares of Warrant Stock as to
which this Warrant is directed to be cancelled by an amount equal to the
difference between (i) the Market Price on the date of exercise and (ii) the
Exercise Price then in effect.  Payment by such cancellation is
referred to herein as “cashless exercise.”


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
            	
              2.2

            	
              Payment
      of Taxes and Charges

            


    

     

    All
shares of Common Stock issuable upon the exercise of this Warrant pursuant to
the terms hereof shall be validly issued, fully paid and nonassessable, freely
tradable and without any preemptive rights.  The Company shall pay all
expenses in connection with, and all taxes and other governmental charges that
may be imposed with respect to, the issuance or delivery thereof, unless such
tax or charge is a tax on income imposed by law upon the Holder, in which case
such taxes or charges shall be paid by the Holder.

     

    
      	
               
      

            	
              2.3

            	
              Fractional
      Shares

            


    

     

    The
Company shall not be required to issue a fractional share of Common Stock upon
exercise of any Warrant.  As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the Market Price per share of Common Stock as of the date
of exercise of the Warrant giving rise to such fraction of a share.

     

    
      	
               
      

            	
              2.4

            	
              Early
      Expiration

            


    

     

    If at any
time after the Issue Date the Market Price for the Common Stock equals or
exceeds 200% of the Market Price on the Issue Date for a period of thirty (30)
consecutive Trading Days, then the Company may, by notice to the Holder (the
“Acceleration Notice”),
accelerate the Expiration Date of this Warrant to such date as shall be
determined by the Company in its sole discretion and set forth in the
Acceleration Notice (the “Early
Expiration Date”), which Early Expiration Date shall be not less than
sixty (60) days, nor more than ninety (90) days, after the date of the
Acceleration Notice.  From and after the date of the Acceleration
Notice, the term “Expiration Date” wherever used in this Warrant shall mean and
refer to the Early Expiration Date.

     

    
      	
               
      

            	
              3.

            	
              TRANSFER,
      DIVISION AND COMBINATION

            


    

     

    
      	
               
      

            	
              3.1

            	
              Transfer

            


    

     

    Subject
to compliance with Section 9, transfer of this Warrant and all rights hereunder,
in whole or in part, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company referred to in Section 2.1 or the office or agency
designated by the Company pursuant to Section 12, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer.  Upon such
surrender and, if required, such payment, the Company shall, subject to Section
9, execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be
canceled.  A Warrant, if properly assigned in compliance with Section
9, may be exercised by a new Holder for the purchase of shares of Common Stock
without having a new warrant issued.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.2

            	
              Division
      and Combination

            


    

     

    Subject
to Section 9, this Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office or agency of the Company, together
with a written notice specifying the names and denominations in which new
Warrants are to be issued, signed by the Holder or its agent or
attorney.  Subject to compliance with Sections 3.1 and 9, as to any
transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such
notice.

     

    
      	
               
      

            	
              3.3

            	
              Expenses

            


    

     

    The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 3.

     

    
      	
               
      

            	
              3.4

            	
              Maintenance
      of Books

            


    

     

    The
Company agrees to maintain, at its aforesaid office or agency, books for the
registration and the registration of transfers of the Warrants.

     

    
      	
               
      

            	
              4.

            	
              ADJUSTMENTS

            


    

     

    The
number of shares of Common Stock for which this Warrant is exercisable, or the
price at which such shares may be purchased upon exercise of this Warrant, shall
be subject to adjustment from time to time as set forth in this Section 4. The
Company shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 at the time of such event.

     

    
      	
               
      

            	
              4.1

            	
              Stock
      Dividends, Subdivisions and
Combinations

            


    

     

    If at any
time the Company shall:

     

    (a)  declare
or pay to the holders of its Common Stock a dividend payable in, or other
distribution of, shares of Common Stock or in Convertible
Securities;

     

    (b)  subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock; or

     

    (c)  combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock;

     

    then (i)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
occurrence of such event, and (ii) the then-current Exercise Price shall be
adjusted to equal (A) the then-current Exercise Price multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares for which this
Warrant is exercisable immediately after such adjustment.

     

    
      	
               
      

            	
              4.2

            	
              Certain
      Other Distributions

            


    

     

    If at any
time the Company shall declare or pay to the holders of its Common Stock any
dividend or other distribution of:

     

    (a)  cash;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (b)  any
evidences of its indebtedness, any shares of its stock or any other securities
or property of any nature whatsoever (other than cash, Convertible Securities or
additional shares of Common Stock); or

     

    (c)  any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of its stock or any other securities or property of any
nature whatsoever (other than cash, Convertible Securities or additional shares
of Common Stock);

     

    then,
upon exercise of this Warrant, the Holder shall be entitled to receive such
dividend or distribution as if the Holder had exercised this Warrant prior to
the date of such dividend or distribution.  A reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Company to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section 4.2 and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4.1.

     

    
      	
               
      

            	
              4.3

            	
              Other
      Provisions Applicable to Adjustments under this
  Section

            


    

     

    The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
current Exercise Price provided for in this Section 4:

     

    (a)  When Adjustments to be
Made.  The adjustments required by this Section 4 shall be made
whenever and as often as any specified event requiring an adjustment shall
occur.  For the purpose of any adjustment, any specified event shall
be deemed to have occurred at the close of business on the date of its
occurrence.

     

    (b)  Fractional
Interests.   In computing adjustments under this Section
4, fractional interests in Common Stock shall be taken into account to the
nearest 1/10th of a share.

     

    (c)  When Adjustment not
Required.  If the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to the holders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

     

    (d)  Challenge to Good
Faith Determination.  Whenever the Board of Directors of the
Company shall be required to make a determination in good faith of the fair
value of any item under this Section 4, such determination may be challenged in
good faith by the Holder, and any dispute shall be resolved by an investment
banking firm of recognized national standing selected by the Company and
acceptable to the Holder.  The fees and expenses of such investment
banking firm shall be paid by the Company.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.4

            	
              Reorganization,
      Reclassification, Merger, Consolidation or Disposition of
      Assets

            


    

     

    In case
the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another Person (where the Company is not the
survivor or where there is a change in or distribution with respect to the
Common Stock of the Company), or sell, convey, transfer or otherwise dispose of
all or substantially all its property, assets or business to another Person, or
effectuate a transaction or series of related transactions in which more than
50% of the voting power of the Company is disposed of (each, a “Fundamental Corporate Change”)
and, pursuant to the terms of such Fundamental Corporate Change, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation (“Other Property”), are to be
received by or distributed to the holders of Common Stock of the Company, then
the Holder shall have the right thereafter to receive, upon exercise of the
Warrant, such number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property as is receivable upon or as a result of such Fundamental
Corporate Change by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such Fundamental Corporate
Change.  In case of any such Fundamental Corporate Change, the
successor or acquiring corporation (if other than the Company) shall expressly
assume the due and punctual observance and performance of each and every
covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section
4.  For purposes of this Section 4.4, “common stock of the successor or
acquiring corporation” shall include stock of such corporation of any
class which is not preferred as to dividends or assets over any other class of
stock of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock, either immediately or
upon a specified date or upon the happening of a specified event, and any
warrants or other rights to subscribe for or purchase any such
stock.  The foregoing provisions of this Section 4.4 shall similarly
apply to any successive Fundamental Corporate Change of the successor
corporation.

     

    
      	
               
      

            	
              4.5

            	
              Other
      Action Affecting Common Stock

            


    

     

    In case
at any time or from time to time the Company shall take any action in respect of
its Common Stock, other than any action described in this Section 4, which would
have a materially adverse effect upon the rights of the Holder, the number of
shares of Common Stock and/or the purchase price thereof shall be adjusted in
such manner as may be equitable in the circumstances, as determined in good
faith by the Board of Directors of the Company.

     

    
      	
               
      

            	
              4.6

            	
              Certain
      Limitations

            


    

     

    Notwithstanding
anything herein to the contrary, the Company agrees not to enter into any
transaction which, by reason of any adjustment hereunder, would cause the
Exercise Price to be less than the par value per share of Common
Stock.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.

            	
              NOTICES
      TO THE HOLDER

            


    

     

    
      	
               
      

            	
              5.1

            	
              Notice
      of Adjustments

            


    

     

    Whenever
the number of shares of Common Stock for which this Warrant is exercisable, or
whenever the price at which a share of such Common Stock may be purchased upon
exercise of the Warrants, shall be adjusted pursuant to Section 4, the Company
shall forthwith prepare a certificate to be executed by the chief financial
officer of the Company setting forth, in reasonable detail, the event requiring
the adjustment and the method by which such adjustment was calculated (including
a description of the basis on which the Board of Directors of the Company
determined the fair value of any evidences of indebtedness, shares of stock,
other securities or property or warrants or other subscription or purchase
rights referred to in Section 4.2), specifying the number of shares of Common
Stock for which this Warrant is exercisable and (if such adjustment was made
pursuant to Section 4.2 or 4.5) describing the number and kind of any other
shares of stock or Other Property for which this Warrant is exercisable, and any
change in the purchase price or prices thereof, after giving effect to such
adjustment or change.  The Company shall promptly cause a signed copy
of such certificate to be delivered to the Holder in accordance with Section
14.2.  The Company shall keep, along with the transfer
register    maintained in accordance with Section 3.4,
copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by the Holder or any
prospective purchaser of a Warrant designated by the Holder.

     

    
      	
               
      

            	
              5.2

            	
              Notice
      of Corporate Action

            


    

     

    If at any
time:

     

    (a)  the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right;
or

     

    (b)  there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation; or

     

    (c)  there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;

     

    then, in
any one or more of such cases, the Company shall give to Holder (i) at least 10
days’ prior written notice of the date on which a record date shall be selected
for such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) in
the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days’ prior written notice of the date when the same shall take
place.  Such notice in accordance with the foregoing clause also shall
specify (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up.  Each such written notice shall be sufficiently given if addressed
to the Holder at the last address of the Holder appearing on the books of the
Company and delivered in accordance with Section 14.2.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.

            	
              NO
      IMPAIRMENT

            


    

     

    The
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon the exercise of this Warrant, and (c) use its best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

     

    Upon the
request of the Holder, the Company will at any time during the period this
Warrant is outstanding acknowledge in writing, in form satisfactory to the
Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.

     

    
      	
               
      

            	
              7.

            	
              RESERVATION
      AND AUTHORIZATION OF COMMON STOCK

            


    

     

    From and
after the Issue Date, the Company shall at all times reserve and keep available
for issuance upon the exercise of Warrants such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of all outstanding Warrants.  All shares of Common Stock which
shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable and not subject to preemptive
rights.

     

    Before
taking any action which would cause an adjustment reducing the then-current
Exercise Price below the then par value, if any, of the shares of Common Stock
issuable upon exercise of the Warrants, the Company shall take any corporate
action which may be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of such Common Stock at such adjusted
Exercise Price.

     

    Before
taking any action which would result in an adjustment in the number of shares of
Common Stock for which this Warrant is exercisable or in the then-current
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

     

    
      	
               
      

            	
              8.

            	
              TAKING
      OF RECORD; STOCK AND WARRANT TRANSFER
BOOKS

            


    

     

    In the
case of all dividends or other distributions by the Company to the holders of
its Common Stock with respect to which any provision of Section 4 refers to the
taking of record of such holders, the Company will in each case take such a
record and will take such record as of the close of business on a Business
Day.  The Company will not at any time, except upon dissolution,
liquidation or winding up of the Company, close its stock transfer books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

     

    
      	
               
      

            	
              9.

            	
              RESTRICTIONS
      ON TRANSFERABILITY

            


    

     

    The
Warrants and the Warrant Stock shall not be transferred, hypothecated or
assigned before satisfaction of the conditions specified in legend affixed to
the first page of this Warrant, which conditions are intended, in part, to
ensure compliance with the provisions of the Securities Act with respect to the
Transfer of any Warrant or any Warrant Stock.  The Holder, by
acceptance of this Warrant, agrees to be bound by the provisions of this Section
9.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              10.

            	
              SUPPLYING
      INFORMATION

            


    

     

    The
Company shall cooperate with the Holder in supplying such information as may be
reasonably necessary for the Holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Warrant Stock.

     

    
      	
               
      

            	
              11.

            	
              LOSS
      OR MUTILATION

            


    

     

    Upon
receipt by the Company from the Holder of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity reasonably satisfactory to it (it being understood that
the written agreement of the Holder shall be sufficient indemnity), and in case
of mutilation upon surrender and cancellation hereof, the Company will execute
and deliver in lieu hereof a new Warrant of like tenor to the Holder; provided, in the case of
mutilation no indemnity shall be required if this Warrant in identifiable form
is surrendered to the Company for cancellation.

     

    
      	
               
      

            	
              12.

            	
              OFFICE
      OF THE COMPANY

            


    

     

    As long
as any of the Warrants remain outstanding, the Company shall maintain an office
or agency (which may be the principal executive offices of the Company) where
the Warrants may be presented for exercise, registration of transfer, division
or combination as provided in this Warrant.

     

    
      	
               
      

            	
              12.

            	
              LIMITATION
      OF LIABILITY

            


    

     

    No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
the Holder hereof, shall give rise to any liability of the Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.  Nothing in the foregoing shall be construed in any manner to
limit or deny the liability of a Holder in any other capacity, including,
without limitation, as a director of the Company.

     

    
      	
               
      

            	
              13.

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              13.1

            	
              Nonwaiver
      and Expenses

            


    

     

    No course
of dealing or any delay or failure to exercise any right hereunder on the part
of the Holder shall operate as a waiver of such right or otherwise prejudice the
Holder’s rights, powers or remedies.  If the Company fails to make,
when due, any payments provided for hereunder, or fails to comply with any other
provision of this Warrant, the Company shall pay to the Holder such amounts as
shall be sufficient to cover any costs and expenses including, without
limitation, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.2

            	
              Notice
      Generally

            


    

    


    Except as
may be otherwise provided herein, any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (a) the date of
transmission, if such notice or communication is delivered via e-mail, facsimile
or other means of electronic communication prior to 6:30 p.m. (New York City
time) on a Trading Day (provided the sender receives a machine-generated
confirmation of successful transmission), (b) the next Business Day if sent by a
nationally recognized overnight courier service, (c) the third Business Day
after mailing if sent by U.S. Mail, or (d) upon actual receipt. The address for
such notices and communications shall be (i) in the case of the Company, the
address of the Company’s principal place of business and (ii) in the case of the
Holder, the Holder’s last business or residential address shown on the records
of the Company; or such other address as may be designated in writing hereafter,
in the same manner, by such addressee.

     

    
      	
               
      

            	
              13.3

            	
              Indemnification

            


    

     

    The
Company agrees to indemnify and hold harmless the Holder from and against any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys’ fees, expenses and disbursements of any kind which may
be imposed upon, incurred by or asserted against the Holder in any manner
relating to or arising out of any failure by the Company to perform or observe
in any material respect any of its covenants, agreements, undertakings or
obligations set forth in this Warrant; provided, however, that the
Company will not be liable hereunder to the extent that any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, attorneys’ fees, expenses or disbursements are found in a final
nonappealable judgment by a court to have resulted from the Holder’s gross
negligence, bad faith or willful misconduct in its capacity as a stockholder or
warrantholder of the Company.

     

    
      	
               
      

            	
              13.4

            	
              Remedies

            


    

     

    The
Holder in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under Section 2 of this Warrant.  The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of Section 2 of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

     

    
      	
               
      

            	
              13.5

            	
              Successors
      and Assigns

            


    

     

    Subject
to the provisions of Sections 3.1 and 9, this Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of the
Company and the successors and assigns of the Holder.  The provisions
of this Warrant are intended to be for the benefit of all Holders from time to
time of this Warrant and, with respect to Section 9 hereof, the holders of
Warrant Stock, and shall be enforceable by any such holder or the holder of
Warrant Stock.

     

    
      	
               
      

            	
              13.6

            	
              Amendment

            


    

     

    This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.

     

    
      	
               
      

            	
              13.7

            	
              Severability

            


    

     

    Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall only be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Warrant.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.8

            	
              Headings

            


    

     

    The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

     

    
      	
               
      

            	
              13.9

            	
              Governing
      Law

            


    

     

    This
Warrant shall be governed by the laws of the State of Delaware, without regard
to the provisions thereof relating to conflicts of law.

     

    In
Witness
Whereof,
the Company has caused this Warrant to be duly executed by its duly authorized
President and Chief Executive Officer.

     

    Dated:  January
4, 2011

     

    
      
        	
                ThermoEnergy
      Corporation

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Cary
      G. Bullock

              
	 
      	
                President
      and Chief Executive Officer

              


      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
A

       

      SUBSCRIPTION
FORM

       

      [To be
executed only upon exercise of Warrant]

       

      The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
for the purchase of __________ shares of Common Stock of ThermoEnergy
Corporation and herewith makes payment therefor, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered
to

       

        
          

        

      

       

      whose
address is

       

        
          

        

      

        

      and, if
such shares of Common Stock shall not include all of the shares of Common Stock
issuable as provided in this Warrant, that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered to
the undersigned.

       

      Check
here for cashless exercise ____

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      
	
                                  (Name
      of Registered Owner)

                                
	 
	 
      
	
                                  (Signature
      of Registered Owner)

                                
	 
	 
      
	
                                  (Street
      Address)

                                
	 
	 
      
	
                                  (City)

                                	
                                  (State)

                                	
                                  (Zip
      Code)

                                
	 
	
                                  Notice:  The
      signature on this subscription must correspond with the name as written
      upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatsoever.

                                


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      EXHIBIT
B

       

      ASSIGNMENT
FORM

       

      For
Value
Received
the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under this Warrant, with respect to the number of shares of Common Stock set
forth below:

      


      
        
          
            	
                    Name and Address of Assignee

                  	 
      	
                    No. of Shares of

                    Common Stock

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      

                  	 
      


          

        

      

       

      and does
hereby irrevocably constitute and appoint

       

        
          

        

      

       

      attorney-in-fact
to register such transfer on the books of ThermoEnergy Corporation maintained
for the purpose, with full power of substitution in the premises.

      


      
        
          
            	
                    Dated:

                  	 
      


          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      
	
                                  (Print
      Name)

                                
	 
	 
      
	
                                  (Signature)

                                
	 
	 
      
	
                                  (Print
      Name of Witness)

                                
	 
	 
      
	
                                  (Witness’s
      Signature)

                                
	 
	
                                  Notice:  The
      signature on this assignment must correspond with the name as written upon
      the face of the within Warrant in every particular, without alteration or
      enlargement or any change
whatsoever.