Execution Version GOVERNANCE AGREEMENTGovernance Agreement • February 19th, 2008 • Nakash Energy, LLC • Electric, gas & sanitary services • Delaware
This GOVERNANCE AGREEMENT (this “Agreement”) is made as of February 12, 2008 (the “Effective Date”), by and among U.S. Energy Systems, Inc., a Delaware corporation (the “Company”), US Energy Overseas Investments LLC, a Delaware limited liability company (“USE Overseas”), and GBGH, LLC, a Delaware limited liability company (“GBGH”; together with USE Overseas and the Company, the “Companies”), Nakash Energy LLC, a Delaware limited liability company (“Nakash Energy”), Richard J. Augustine, in his capacity as a Class 1 Director of the Company, Joseph P. Reynolds, in his capacity as a Class 2 Director of the Company (Messrs. Augustine and Reynolds being collectively referred to as the “Management Directors”), Bruce Levy, in his capacity as a nominee to be a Class 1 Director of the Company, Bernard J. Zahren, in his capacity as a Class 2 Director of the Company, Michael T. Novosel, in his capacity as a nominee to be a Class 3 Director of the Company (Messrs. Levy, Zahren and Novosel being co
