0001193125-07-130998 Sample Contracts

CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • June 6th, 2007 • U S Energy Systems Inc • Electric, gas & sanitary services • New York

This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 31, 2007, is entered into by and among U.S. Energy Biogas Corp., a Delaware corporation (the “Company”), U.S. Energy Systems, Inc., a Delaware corporation (“Holdings”), and Silver Point Finance, LLC (the “Administrative Agent”).

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SHARE PLEDGE AGREEMENT made by U.S. ENERGY SYSTEMS, INC., as Pledgor in favor of SILVER POINT FINANCE L.L.C., as Collateral Agent Dated as of May 31, 2007
Share Pledge Agreement • June 6th, 2007 • U S Energy Systems Inc • Electric, gas & sanitary services • New York

SHARE PLEDGE AGREEMENT, dated as of May 31, 2007, made by U.S. ENERGY SYSTEMS, INC., a Delaware corporation (the “Pledgor”), in favor of SILVER POINT FINANCE LLC, as collateral agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time party to the Credit and Guaranty Agreement, dated as of May 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among U.S. ENERGY BIOGAS CORP., a Delaware corporation (the “Borrower”), certain Subsidiaries of U.S. ENERGY BIOGAS CORP., the Lenders and SILVER POINT FINANCE, LLC, as administrative agent.

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