0001193125-09-185945 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • September 2nd, 2009 • Entech Solar, Inc. • Pumps & pumping equipment • New York

This Subscription Agent Agreement (the “Agreement”) is made as of July __, 2009 by and between Entech Solar, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form S-1, File No. __________ filed by the Company with the Securities and Exchange Commission on July 15, 2009, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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Re: Letter of Agreement
Letter of Agreement • September 2nd, 2009 • Entech Solar, Inc. • Pumps & pumping equipment • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Entech Solar, Inc. (the “Company”) to act as Information Agent in connection with its Rights Offering (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.

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