Registration Rights AgreementRegistration Rights Agreement • August 25th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 2005, among GLOBAL ENERGY GROUP, INC., a Delaware corporation (the “Company”), CND, L.L.C., a Oklahoma limited liability company (“CND”); RECAP GROUP, L.L.C., a Texas limited liability company (“Recap”); CAZATUR GROUP, L.L.C., a Texas limited liability company (“Cazatur”); ALLEN WHEELER, an individual (“Wheeler”); ROBERT J. SMITH, an individual (“Smith”); and QUEST CAPITAL ALLIANCE, L.L.C., a Missouri limited liability company (“Quest”) (CND, Recap, Cazatur, Wheeler, Quest, Smith are collectively, the “GEDG Group”); PETER E. TOOMEY, an individual (“Toomey”), and JOSEPH H. RICHARDSON, an individual (“Richardson”).
VOTING TRUST AGREEMENT (Series B Preferred)Voting Trust Agreement • August 25th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2005, by and among GLOBAL ENERGY GROUP, Inc., a Delaware corporation (the “Corporation”); GLOBAL ENERGY ACQUISITION GROUP, L.L.C., an Oklahoma limited liability company (“GEAG”), RECAP GROUP, L.L.C., a Texas limited liability company (“Recap”), CAZATUR GROUP, L.L.C., a Texas limited liability company, (“Cazatur”), ALLEN WHEELER, an individual (“Wheeler”) (“GEAG, Recap, Cazatur and Wheeler are collectively, the “Series B Holders”); and CND, L.L.C., an Oklahoma limited liability company, as trustee (together with any successor-in-interest, the “Trustee”), to be effective as of the date set forth in paragraph 4 of this Agreement.
Global Energy Acquisition Group, L.L.C. 5000 Legacy Drive Suite 470 Plano, Texas 75024Global Energy Group Inc • August 25th, 2005 • Refrigeration & service industry machinery
Global Energy Acquisition Group, L.L.C. (“GEAG”) hereby resigns as Trustee of the Voting Trust Agreement, dated January 30, 2004 by and among Global Energy Group, Inc. (“GEG”), GEAG, Quest Capital Alliance, L.L.C. (“Quest”) , Robert J. Smith (“Smith”) , Joseph H. Richardson, and Peter E. Toomey (the “Trust”). This resignation is effective as of the Closing (as defined therein) of the Securities Purchase Agreement, dated effective July 1, 2005, by and among GEG, CND, L.L.C., Global Energy Distribution Group, L.L.C., Recap Group, L.L.C., Cazatur Group, L.L.C., Allen Wheeler, Smith and Quest. This letter of resignation is provided to CND, as the newly appointed Trustee of the Trust.
