REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
AGREEMENT (this “Agreement”) dated as of October 12, 2005, but effective as of the Trigger Date, among: (i) Catamount Energy Corporation, a Vermont corporation (the “Company”); (ii) CEC Wind Acquisition, LLC (“Wind Acquisition”); (iii) Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”); and (iv) Catamount Resources Corporation, a Vermont corporation wholly-owned by CVPS (“CRC”) .
PUT OPTION PURCHASE AND SALE AGREEMENTPut Option Purchase and Sale Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
PUT OPTION PURCHASE AND SALE AGREEMENT, dated as of October 12, 2005 (this “Agreement”), but effective as of the Commitment Date, by and among Central Vermont Public Service Corporation, a Vermont Corporation (“CVPS”), Catamount Resources Corporation, a Vermont Corporation (“CRC”) and CEC Wind Acquisition, LLC, a Delaware limited liability company (“Wind”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Subscription Agreement and/or Stockholders’ Agreement (defined below).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
This STOCK SUBSCRIPTION AGREEMENT, dated October 12, 2005 (the “Agreement”), by and among CEC Wind Acquisition, LLC, a Delaware limited liability company (the “Purchaser”), Catamount Energy Corporation, a Vermont corporation (the “Company”), Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”), and Catamount Resources Corporation (“CRC”), a wholly-owned subsidiary of CVPS.
ARTICLE 1DEFINITIONS 1 ARTICLE 2CORPORATE GOVERNANCE 13 ARTICLE 3RESTRICTIONS ON TRANSFER 21 ARTICLE 4TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; BUY-SELL PROVISION; PREEMPTIVE RIGHTS 26 ARTICLE 5CERTAIN COVENANTS AND AGREEMENTS 37 ARTICLE 6REPRESENTATIONS...Stockholders' Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
If Wind Acquisition Transfers any of its Company Equity Securities to any of its Permitted Transferees (as such terms are defined below), the term “Wind Acquisition” shall mean Wind Acquisition and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of Wind Acquisition may be exercised or taken at the election of Wind Acquisition and such Permitted Transferees.
