0001193125-08-258426 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2008 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York

This Registration Rights Agreement is made and entered into as of December __, 2008 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 • December 22nd, 2008 • Headwaters Inc • Miscellaneous products of petroleum & coal

This Exchange Agreement (this “Agreement”) is made and entered into as of December __, 2008, by and between (the “Holder”), and Headwaters Incorporated, a Delaware corporation (the “Company”).

HEADWATERS INCORPORATED, AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 19, 2008 16% Convertible Senior Subordinated Notes due 2016
Headwaters Incorporated • December 22nd, 2008 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York

INDENTURE dated as of December 19, 2008, between HEADWATERS INCORPORATED, a Delaware corporation (hereinafter called the “Company”), having its principal office at 10653 South Riverfront Parkway, Suite 300, South Jordan, UT 84095, and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).

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