RECITALSSubscription Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
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
ESCROW AGREEMENT ESCROW AGREEMENT dated as of the 28th day of November, 2000, by and among Bernard J. Zahren, Finova Mezzanine Capital Corp., AJG Financial Services, Inc., Environmental Opportunities Fund, Environmental Opportunities Fund Cayman,...Escrow Agreement • December 14th, 2000 • U S Energy Systems Inc • 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
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONGMerger Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
RECITALSStockholders' Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
U.S. ENERGY SYSTEMS, INC. STOCK OPTION AGREEMENT Name of Optionee: Bernard Zahren Date of Grant: Effective Date of Merger Number of Shares Subject to Option: 500,000 Exercise Price Per Share: $6.00 Type of Option: Non-qualified Stock Option Expiration...Stock Option Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services
AMENDMENT NO. 1 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 of Reorganization and Merger • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services
SERIES C REDEEMABLE COMMON STOCK PURCHASE WARRANT OF U.S. ENERGY SYSTEMS, INC.Warrant Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services
PERFORMANCE GUARANTY OF U.S. ENERGY SYSTEMS, INC. This Performance Guaranty, dated as of November 28, 2000, is made by U.S. ENERGY SYSTEMS, INC., a Delaware corporation (the "Guarantor), for the benefit of the stockholders of Zapco (as defined below)...Performance Guaranty • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
ARTICLE V REPRESENTATIONS AND WARRANTIES OF USE AND THE STOCKHOLDERSStockholders' and Voting Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • New York
RECITALSRegistration Rights Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
TERMINATION FEE AGREEMENT TERMINATION FEE AGREEMENT, dated as of November 28, 2000 (this "Agreement"), among U.S. ENERGY SYSTEMS, INC., a Delaware corporation ("USE"), CINERGY ENERGY SOLUTIONS, INC., a Delaware corporation ("CES"), and ZAHREN...Termination Fee Agreement • December 14th, 2000 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware
