X0303 4 2009-11-19 0000884504 THERMOENERGY CORP TMEN 0001391795 Gelbaum David 1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA CA 92627 1 0 1 1 Co-Trustee 0001403463 Quercus Trust 1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA CA 92627 0 0 1 0 0001403417 Gelbaum Monica Chavez 1835 NEWPORT BLVD. A109-PMB 467 COSTA MESA CA 92627 0 0 1 1 Co-Trustee Secured Convertible Promissory Note .24 2009-11-19 4 J 0 2000000.00 D 2008-09-15 2009-11-19 Common Stock 8333333 0 D Secured Convertible Promissory Note .24 2009-11-19 4 J 0 250000.00 D 2009-02-11 2009-11-19 Common Stock 1041667 0 D Secured Convertible Promissory Note .24 2009-11-19 4 J 0 150000.00 D 2009-06-25 2009-11-19 Common Stock 625000 0 D Secured Convertible Promissory Note .24 2009-11-19 4 J 0 280000.00 D 2009-09-28 2009-11-19 Common Stock 1166667 0 D Series B Convertible Preferred Stock .24 2009-11-19 4 P 0 1458621 A 2009-11-19 Common Stock 14586210 1458621 D Warrants .50 2009-11-19 4 P 0 2800000 A 2009-11-19 2014-11-30 Common Stock 2800000 2800000 D On November 19, 2009, the Reporting Persons entered into that certain Securities Purchase Agreement along with certain other investors, pursuant to which the Reporting Persons acquired from the Issuer the Series B Convertible Preferred Stock and the Warrants being reported in this Form 4 (the "Securities"). The Securities were acquired by the Reporting Persons in consideration of a cash payment of $700,000 and the cancellation of the principal and all accrued and unpaid interest on all of the outstanding Secured Convertible Promissory Notes of the Reporting Persons being reported herein. The explanations contained in this Form 4 are qualified in their entirety by reference to the reports and exhibits contained in the Form 8-K filed by the Issuer with the SEC on 11/24/2009. The Series B Convertible Preferred Stock has no expiration date. /s/ David Gelbaum, Co-Trustee, The Quercus Trust 2009-11-25 /s/ David Gelbaum, as attorney-in-fact for Monica Chavez Gelbaum, Co-Trustee, The Quercus Trust 2009-11-25