Spheric Technologies, Inc. Watch

from S-1/A 1 page Allonge to Promissory Notes to Joseph Hines

from S-1/A 1 page Allonge No. 4 to Promissory Note to Jh Realty, LLC

from S-1/A 1 page Allonge No. 4 to Promissory Notes to Joseph Hines

from S-1/A 4 pages The Purpose of This Letter Is to Set Forth Our Preliminary Understanding With Respect to the Proposed Initial Public Offering (The “Ipo”) by Spheric Technologies, Inc. (The “Company”) of Shares of Its Common Stock (The “Common Stock”), to Be Underwritten by a Group of Underwriters (The “Underwriters”) Led by Midtown Partners & Co., LLC. (“Midtown”). the Company Agrees to Retain Counsel and Accountants, to Be Mutually Agreed Upon by the Company and Midtown, to Prepare a Registration Statement Reasonably Satisfactory in All Respects, in Form and Substance, to the Parties and Their Counsel, and All Other Related Offering Documents in Respect of the Ipo, and to Prepare and File All Required Documents With the Securities and Exchange Commission (“SEC”) and Appropriate State (Or Blue Sky) Securities Authorities, Including, Without Limitation, All Sales Reports and Other Post-Effective Filings, All at the Company’s Sole Cost and Expense. 1. Definitive Agreement

from S-1/A 1 page Certificate

from S-1/A 1 page Promissory Note

from S-1/A 1 page Promissory Note

from S-1/A 1 page Allonge No. 3 to Promissory Note to Jh Realty, LLC

from S-1/A 1 page Allonge No. 3 to Promissory Notes to Joseph Hines

from S-1/A 7 pages Escrow Deposit Agreement

from S-1/A 4 pages Consulting Agreement

from S-1/A 1 page Addendum to Lease

from S-1/A 1 page Allonge No. 2 to Promissory Note to Jh Realty, LLC

from S-1/A 1 page Allonge No. 2 to Promissory Notes to Joseph Hines

from S-1/A 1 page Synotherm Corporation

from S-1/A 10 pages Escrow Deposit Agreement

from S-1 12 pages Escrow Deposit Agreement

from S-1 2 pages Lock-Up Agreement

from S-1 2 pages Lock-Up Agreement

from S-1 6 pages Spheric Technologies, Inc. 2008 Stock Option and Restricted Stock Plan Stock Option Agreement