0000950152-06-002696 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2006 • Metretek Technologies Inc • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2006, by and among Metretek Technologies, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • March 30th, 2006 • Metretek Technologies Inc • Services-business services, nec

This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”), dated as of March 29, 2006, is made and entered into by and between Metretek Technologies, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company (f.k.a. ComputerShare Investor Services, LLC) (the “Rights Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2006 • Metretek Technologies Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2006, among Metretek Technologies, Inc., a Delaware corporation (the “Company”), the selling stockholders identified on the signature page hereto (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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