Exhibit 4.2 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of October 7, 2005 executed and delivered by each of the undersigned parties identified as "Pledgors" on the signature pages hereto and...Pledge Agreement • October 11th, 2005 • Baycorp Holdings LTD • Electric services • New York
Exhibit 10.48 SERIES C PREFERRED STOCK WARRANT AGREEMENTWarrant Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services
EXHIBIT 10.26 BAYCORP HOLDINGS, LTD. INCENTIVE STOCK OPTION AGREEMENT 1. GRANT OF OPTION. BayCorp Holdings, Ltd., a Delaware corporation (the "Company"), hereby grants to Anthony Callendrello (the "Optionee"), an option, pursuant to the Company's 1996...Incentive Stock Option Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services
Exhibit 2.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 13th day of September, 2005 by and between BayCorp Holdings, Ltd., a Delaware corporation (the "Company"), and Frank W. Getman Jr....Employment Agreement • September 16th, 2005 • Baycorp Holdings LTD • Electric services • Delaware
SUBLEASE BETWEENSublease Agreement • November 14th, 2001 • Baycorp Holdings LTD • Electric services • New Hampshire
ANDAsset Purchase Agreement • August 13th, 1998 • Baycorp Holdings LTD • Electric services • Massachusetts
Exhibit 2 EXECUTION VERSION AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 6th, 2005 • Baycorp Holdings LTD • Electric services • Delaware
RECITALEmployment Agreement • March 31st, 1999 • Baycorp Holdings LTD • Electric services • New Hampshire
LEASE BETWEEN ELIOT COMMONS, LLC AND ITS SUCCESSORS ANDLease Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services
EXHIBIT 10.35 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT is made as of the 7th day of March, 2002 by and between John A. Tillinghast, an individual residing at 77 Exeter Road, North Hampton, New Hampshire (the "Pledgor"), and BayCorp Holdings,...Stock Pledge Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services • New Hampshire
RecitalEmployment Agreement • March 30th, 2001 • Baycorp Holdings LTD • Electric services • New Hampshire
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 8th day of October, 1996 is entered into by Great Bay Power Corporation, a New Hampshire corporation with its principal place of business at 100 Main...Employment Agreement • March 26th, 1997 • Baycorp Holdings LTD • Electric services • New Hampshire
RECITALSInvestor Rights Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYMerger Agreement • September 16th, 2005 • Baycorp Holdings LTD • Electric services • Delaware
RECITALSEmployment Agreement • March 31st, 1999 • Baycorp Holdings LTD • Electric services • New Hampshire
2- 3 b. Executive agrees that, except in the good faith performance of his duties and responsibilities under this Agreement or as required by order of a court or governmental agency having jurisdiction, he will not at any time during or after his...Employment Agreement • March 30th, 2001 • Baycorp Holdings LTD • Electric services • New Hampshire
AGREEMENT AND PLAN OF MERGER OF HSEMergerCo, Inc. (a Delaware corporation) WITH AND INTO HoustonStreet Exchange, Inc. (a Delaware corporation)Merger Agreement • August 6th, 2004 • Baycorp Holdings LTD • Electric services
ASSIGNMENT ----------Assignment • December 3rd, 1999 • Baycorp Holdings LTD • Electric services • New Hampshire
BAYCORP HOLDINGS, LTD.Non-Statutory Stock Option Agreement • November 6th, 2003 • Baycorp Holdings LTD • Electric services
1 EXHIBIT 10.36 MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • March 30th, 2001 • Baycorp Holdings LTD • Electric services
RECITALSEmployment Agreement • May 12th, 1998 • Baycorp Holdings LTD • Electric services • New Hampshire
EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of September 13, 2005 (this "Stockholder Agreement"), among SLOAN GROUP LTD., a Bahamas corporation ("Parent"), SLOAN ACQUISITION CORP., a Delaware corporation and...Stockholder Support Agreement • September 16th, 2005 • Baycorp Holdings LTD • Electric services • Delaware
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This Amendment No. 1 to Employment Agreement (the "Amendment") is dated as of September 17, 1996 by and between Great Bay Power Corporation, a New Hampshire corporation...Employment Agreement • March 26th, 1997 • Baycorp Holdings LTD • Electric services
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 15th, 2002 • Baycorp Holdings LTD • Electric services • New Hampshire
RECITALS:Stockholders' Voting Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services • Delaware
TOSeries a Convertible Preferred Stock Purchase Agreement • March 30th, 2000 • Baycorp Holdings LTD • Electric services • Delaware
Exhibit 10.1 ESCROW AGREEMENT ESCROW AGREEMENT made this 10th day of November, 1999, by and between Little Bay Power Corporation, a New Hampshire corporation with a principal place of business of 20 International Drive, Suite 301, Portsmouth, New...Escrow Agreement • December 3rd, 1999 • Baycorp Holdings LTD • Electric services • New Hampshire
RECITALSRight of First Refusal and Co-Sale Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services • Delaware
Exhibit 10.12 HOUSTONSTREET EXCHANGE, INC. Incentive Stock Option Agreement Granted Under 1999 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by HoustonStreet Exchange, Inc., a Delaware corporation, (the "Company"), on...Incentive Stock Option Agreement • March 31st, 2005 • Baycorp Holdings LTD • Electric services
Exhibit 10.49 COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • March 25th, 2002 • Baycorp Holdings LTD • Electric services
Exhibit 10.23 GREAT BAY POWER CORPORATION INCENTIVE STOCK OPTION AGREEMENT -------------------------------- 1. GRANT OF OPTION. Great Bay Power Corporation a New Hampshire corporation (the "Company"), hereby grants to Frank W. Getman Jr. (the...Incentive Stock Option Agreement • March 26th, 1997 • Baycorp Holdings LTD • Electric services
Execution Version PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 18th, 2005 • Baycorp Holdings LTD • Electric services • Maine
TOInvestor Rights Agreement • March 30th, 2000 • Baycorp Holdings LTD • Electric services • Delaware
Exhibit 2.4 PROJECT DEVELOPMENT AGREEMENT ----------------------------- This Project Development Agreement (this "Agreement"), dated January 7, 2005, is made and entered into by and between Sonerra Resources Corporation ("Sonerra"), a Texas...Project Development Agreement • March 31st, 2005 • Baycorp Holdings LTD • Electric services • Texas
EXHIBIT 10.3 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT is made as of the 27th day of March, 2002 by and between Frank W. Getman Jr., an individual residing at 410 Richards Avenue, Portsmouth, New Hampshire (the "Pledgor"), and BayCorp...Stock Pledge Agreement • May 15th, 2002 • Baycorp Holdings LTD • Electric services • New Hampshire
