U.S. ENERGY SYSTEMS, INC. STOCK OPTION AGREEMENT Name of Optionee: Lawrence I. Schneider Date of Grant: May 10, 2000 Number of Shares Subject to Option: 1,000,000 Exercise Price Per Share: $4.00 Type of Option: Non-qualified Stock Option Expiration...U S Energy Systems Inc • July 26th, 2000 • Electric, gas & sanitary services
Exhibit 10.80a THIS AGREEMENT by and among AJG Financial Services, Inc., ("AJG"), Bernard Zahren, AJG Financial Services, Inc., through its Vice- President, General Counsel as agent (the "Major Shareholder Agent") for the Major Shareholders (as...Agreement • April 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
RECITALSSubscription Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement "), dated as of August 20, 2001, between US ENERGY SYSTEMS, INC., a Delaware corporation (the "Company"), and Allen Rothman (the "Executive"). W I T N E S S E T H: WHEREAS, the Company's...Employment Agreement • August 14th, 2002 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
OPTION AGREEMENTOption Agreement • August 14th, 2002 • U S Energy Systems Inc • Electric, gas & sanitary services
OFLimited Liability Company Agreement • October 15th, 1996 • U S Envirosystems Inc /De/ • Motors & generators • Delaware
RECITALSShareholders' Agreement • April 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services
INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT dated as of November 28, 2000 (as amended, supplemented or modified from time to time, this "Agreement") by and among Bernard J. Zahren, Finova Mezzanine Capital Corp., AJG Financial Services, Inc.,...Indemnification Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
SECOND AMENDED AND RESTATED OPERATING AGREEMEENT OF CASTLEBRIDGE PARTNERS, LLCOperating Agreement • February 20th, 2001 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement "), dated as of May 10, 2005, between US ENERGY SYSTEMS, INC., a Delaware corporation (the "Company"), and Lawrence I. Schneider (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive...Employment Agreement • May 23rd, 2005 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
Security Holders AGREEMENT betweenAgreement • August 14th, 2002 • U S Energy Systems Inc • Electric, gas & sanitary services
among U.S. ENERGY BIOGAS CORP. (as successor to Zahren Alternative Power Corporation) AVON ENERGY PARTNERS, L.L.C. BARRE ENERGY PARTNERS, L.P. BRICKYARD ENERGY PARTNERS, LLC BURLINGTON ENERGY, INC. CAPE MAY ENERGY ASSOCIATES, L.P. DEVONSHIRE POWER...Security Agreement • May 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
LOAN AGREEMENTLoan Agreement • April 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services
U.S. ENERGY SYSTEMS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENT Name of Optionee: Lawrence I. Schneider Date of Grant: May 10, 2000 Number of Shares Subject to Option: 1,000,000 Exercise Price Per Share: $4.00 Type of Option: Non-qualified Stock...U S Energy Systems Inc • September 19th, 2000 • Electric, gas & sanitary services • Delaware
AMENDMENT NO. 1 TO ESCROW AGREEMENT THIS AMENDMENT NO. 1 to the Escrow Agreement is made as of the [ ] day of May 2001 (as supplemented or modified from time to time, this "Agreement") by and among Stephen Rosenberg, AJG Financial Services, Inc.,...Escrow Agreement • August 14th, 2002 • U S Energy Systems Inc • Electric, gas & sanitary services
RECITALSSubscription Agreement • September 5th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Illinois
PLEDGE AGREEMENT dated as of July 31, 2000, by and between Energy Systems Investors, L.L.C., a Delaware limited liability company with its offices at c/o Lawrence I. Schneider, 920 Park Avenue, Apt. 4D, New York, New York 10028 (the "Pledgor") and...Pledge Agreement • September 19th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
Exhibit 10.97 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT ("Assignment") is made this 30th day of September, 2004 by and among AJG FINANCIAL SERVICES, INC., a Delaware corporation ("AJG"), and U.S. ENERGY BIOGAS CORP., a Delaware corporation (the...Assignment Agreement • November 15th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services
AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF REORGANIZATION AND merger BY AND AMONG U.S. ENERGY SYSTEMS, INC., USE ACQUISITION CORP. AND ZAHREN ALTERNATIVE POWER CORPORATIONU S Energy Systems Inc • May 14th, 2001 • Electric, gas & sanitary services
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement "), dated as of November 28, 2000, between US ENERGY SYSTEMS, INC., a Delaware corporation (the "Company"), and Bernard J. Zahren (the "Executive"). W I T N E S S E T H: WHEREAS, Zahren...Employment Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
FORM OF: EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 1997 • U S Energy Systems Inc • Motors & generators • Florida
1 EXHIBIT 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1st day of March, 1997 by and between U.S. ENERGY SYSTEMS, INC., a Delaware corporation (hereinafter referred to as "Company"), and...Employment Agreement • May 1st, 1997 • U S Energy Systems Inc • Motors & generators • Florida
RECITALSMerger Agreement • August 12th, 1997 • U S Energy Systems Inc • Motors & generators • Florida
DRAFT 112096 UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 1996 • U S Energy Systems Inc • Motors & generators • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement "), dated as of May 10, 2000, between US ENERGY SYSTEMS, INC., a Delaware corporation (the "Company"), and Goran Mornhed (the "Executive"). W I T N E S S E T H: WHEREAS, the Company's business...Employment Agreement • July 26th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
andFinancing Agreement • August 14th, 2002 • U S Energy Systems Inc • Electric, gas & sanitary services
EXHIBIT 10.26(a) AGREEMENT FOR THE PURCHASE AND SALE OF ELECTRICITY ----------------------- THIS AGREEMENT for the purchase and sale of electricity is entered into as of the date of this execution by and between GEOTHERMAL DEVELOPMENT ASSOCIATES, a...U S Envirosystems Inc /De/ • October 15th, 1996 • Motors & generators • Nevada
RECITALSStockholders' Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NRG COMPANY, LLCLimited Liability Company Operating Agreement • October 15th, 1996 • U S Envirosystems Inc /De/ • Motors & generators • Delaware
AMENDMENT NO. 7 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG U.S. ENERGY SYSTEMS, INC., USE ACQUISITION CORP. AND ZAHREN ALTERNATIVE POWER CORPORATIONAgreement and Plan • April 14th, 2003 • U S Energy Systems Inc • Electric, gas & sanitary services
U.S. ENERGY SYSTEMS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENT Name of Optionee: Goran Mornhed Date of Grant: May 10, 2000 Number of Shares Subject to Option: 1,000,000 Exercise Price Per Share: $4.00 Type of Option: Non-qualified Stock Option...Stock Option Agreement • September 19th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
AMENDMENTSecurity Agreement • May 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
STOCK PURCHASE AGREEMENT THIS AGREEMENT, dated as of June 11, 2001, is between USE Canada Acquisition Corp., a Canadian federal corporation, as buyer ("Buyer"), and TRIGEN -CANADA COMPANY LLC, a Delaware single member LLC , as seller ("Seller"). In...Stock Purchase Agreement • June 19th, 2001 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
Exhibit 10.81a AMENDMENT NO. 15 TO INDEMNIFICATION AGREEMENT THIS AMENDMENT NO. 15 to the Indemnification Agreement is made as of the [16th] day of October 2003 (as supplemented or modified from time to time, this "Agreement") by and among AJG...Indemnification Agreement • April 14th, 2004 • U S Energy Systems Inc • Electric, gas & sanitary services
W I T N E S S E T HEmployment Agreement • October 15th, 1996 • U S Envirosystems Inc /De/ • Motors & generators
