REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 1, 2007, is entered into by and between Renegy Holdings, Inc., a Delaware corporation (the “Company”), and the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Shareholder”).
CATALYTICA ENERGY SYSTEMS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Arizona
This Amended and Restated Employment Agreement (the “Agreement”) by and between Robert Zack (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), is amended and restated effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
CATALYTICA ENERGY SYSTEMS, INC.Employment Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines
This letter is intended to amend certain tax provisions and to clarify and confirm our mutual understanding concerning certain aspects of your Amended and Restated Employment Agreement (the “Employment Agreement”) entered into by and between you and Catalytica Energy Systems, Inc. (the “Company”) dated March 23, 2007.
ASSUMPTION AGREEMENTAssumption Agreement • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 1, 2007, is entered into by and among Renegy Holdings, Inc., a Delaware Corporation (“Holdings”), Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), Snowflake Acquisition Corporation, a Delaware corporation (“Merger Sub”), Renegy, LLC, an Arizona limited liability company (“Renegy”), Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), Robert M. Worsley (“R. Worsley”), Christi M. Worsley (“C. Worsley”) and the Robert M. Worsley and Christi M. Worsley Revocable Trust (collectively with R. Worsley and C. Worsley, “Worsley”).
OVERRUN GUARANTYOverrun Guaranty • October 1st, 2007 • Renegy Holdings, Inc. • Engines & turbines • Delaware
This OVERRUN GUARANTY (“Guaranty”), dated as of October 1, 2007, is entered into by and between Robert M. Worsley and Christi M. Worsley (each individually, a “Guarantor” and collectively, “Guarantors”) and Renegy Holdings, Inc., a Delaware corporation (“Holdings”).
ContractRenegy Holdings, Inc. • October 1st, 2007 • Engines & turbines • Delaware
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (“WARRANT SHARES”) MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR ENDORSEE HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT OR ANY WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE
