0001193125-09-072738 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York

This Registration Rights Agreement is made and entered into as of March , 2009 and is by and among Headwaters Incorporated, a Delaware corporation (the “Company”) and each of the Investors signatory hereto.

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EXCHANGE AGREEMENT
Exchange Agreement • April 3rd, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal

This Exchange Agreement (this “Agreement”) is made and entered into as of March , 2009, by and between (the “Holder”), and Headwaters Incorporated, a Delaware corporation (the “Company”).

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