EXHIBIT 10.1


 


Offer
to Sell Notes


 


1.             Defined
Terms. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Securities Purchase
Agreement dated as of July 19, 2006 (as amended, the “Purchase Agreement”)
among SatCon Technology Corporation (the “Company”) and the Purchasers,
including the signatories hereto (such signatories being hereinafter referred
to as the “Investors”). Pursuant to the Purchase Agreement, the Purchasers
purchased Senior Secured Convertible Notes from the Company in the aggregate
amount of $12,000,000 (individually a “Note” and collectively, the “Notes”)


 


2.             Offer
to Sell Notes. Each Investor hereby irrevocably offers to sell its Note to
the Company upon the following terms (the “Offer”):  At any time from the date hereof to and
including November 9, 2007 (the “Outside Date”), the Company shall be entitled
to purchase each Investor’s Note for an amount in cash equal to 120% of the
aggregate outstanding principal amount of such Note plus any accrued and unpaid
interest thereon (the “Purchase Price”). The Company shall have the right to
elect to effect such purchase by delivering a written notice to each Investor
at least three (3) business days prior to the date of purchase, such notice to
be in the form of Exhibit A hereto and sent via facsimile or e-mail
transmission and over night courier to the address of each Investor set forth
in the Purchase Agreement. Payments shall be made by wire transfer of
immediately available funds to the accounts where the Company regularly makes
payments of principal and interest on the Note.


 


To the extent the Company exercises this purchase right, it
must purchase all of the Notes held by each Investor on the date of purchase. Upon
the Company’s payment of the Purchase Price for the Notes hereunder, such Notes
shall be deemed cancelled and no longer outstanding. Notwithstanding the
foregoing, if the Company has not purchased such Notes prior to 5:00 p.m. New
York time on the Outside Date, this Offer shall terminate and be of no further
force or effect except for the consideration to be paid by the Company to the
Investors as inducement for them to make this Offer which consideration shall
become the un-recallable property of the Investors once paid. In the event that
the Company purchases all of the Notes pursuant hereto, all collateral securing
the Notes shall be discharged and released, the Company is hereby authorized to
file any UCC-3 financing statements to reflect same and the Agent (as such term
is defined in the Security Agreement) shall forthwith take all action necessary
to terminate and discharge all collateral securing the Notes and shall
forthwith return to the Company the certificates representing the Pledged Stock
(as such term is defined in the Security Agreement). Notwithstanding anything
to the contrary contained herein, this Offer shall not derogate from each
Investor’s right to convert any portion of its Note prior to the purchase
thereof hereunder in accordance with the terms of the Note.


 


In exchange for the Investors keeping this Offer open from
the date hereof to and including the Outside Date, the Company hereby agrees to
provide the following consideration to the Investors:  within 10 days after the Company’s counter-execution
of this Offer (2 business days if payment is made is stock), the Company shall
pay to the each Investor its pro rata share of $750,000, payment of which shall
be made, at the option of the Company, either (i) in immediately available
funds or (ii) in shares of the Company’s Common Stock with piggy-back
registration rights with respect to the next registration filed by the Company
(with the precise number of shares to be delivered in satisfaction of this
obligation being based on a 15% discount to the 5 day VWAP for the five (5)
trading days preceding the date hereof with a ceiling price of $1.00). Such
determination with respect to the method of 


 

















 


payment
shall be made by the Company on the date that this Agreement is fully executed.
The issuance of stock in connection with the inducement for the Investors to
make and hold open the Offer will not violate or trigger the rights of the
Investors under Section 9(d) of the Warrant As, the Warrant Bs or the Warrant
Cs, Section 10(d) of the Notes or Section 4.6 of the Purchase Agreement.


 


3.             Consent.
For the purpose of Section 4.13(a)(i) of the Purchase Agreement, in connection
with the purchase of Notes in accordance with Section 2 hereof, this Offer
shall constitute the approval, by written consent, of the holders of a majority
of the outstanding principal face amount of the Notes to purchase, redeem or
set aside any sums for the purchase or redemption of any shares of capital
stock or other securities that are convertible into or exercisable for such stock.
Upon execution of this Offer by the holders of not less than 66% of the
aggregate principal amount outstanding under the Notes and the Company’s
exercise of this purchase right, Sections 4.10(a) and 4.16 of the Purchase
Agreement shall be deemed amended to enable the Company and its Subsidiaries to
incur indebtedness secured by liens on any of its (or their) property or assets
solely to pay the purchase price for the Notes being sold pursuant hereto.


 


4.             Title.
Each Investor hereby represents and warrants that it is the owner of good and
marketable title to such Investor’s Notes, free and clear of all liens, pledges
and encumbrances.


 


5.             Information.
In connection with the Note purchases contemplated hereunder, each Investor
hereby acknowledges and agrees that: (i) the Company (or any assignee thereof)
may be in possession of material nonpublic information concerning the Company
(the “Information”) that may not be known to such Investor, including, without
limitation Information concerning capital raising efforts, operational and
financial performance, and future prospects; (ii) such Investor represents and
warrants to the Company (and any such assignee) that such Investor has
sufficient knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the Note purchases contemplated
hereunder; (iii) such Investor has not relied upon any written or verbal
representations of the Company (or any such assignee) in making this Offer;
(iv) such Investor’s decision to allow the purchase of such Investor’s Note in
accordance with the terms hereof is based entirely upon publicly available
information concerning the Company and such Investor’s own investigation and
due diligence concerning the Company, and such Investor has not relied on the
Company (or any such assignee) to provide access to information concerning the
Company or its securities and such Investor is not relying on the Company (or
any such assignee) to disclose the Information; and (v) to the full extent
permissible by applicable law, the Company (or any such assignee) shall have no
liability to such Investor or its affiliates and such Investor, on behalf of
itself, its officers, directors, stockholders and affiliates, hereby waives,
releases and discharges forever any claim, action or proceeding that it might
have against the Company (or any such assignee), based on, arising out of or
related to the Company’s (or any such assignee’s) knowledge, possession or
nondisclosure of the Information in connection with the Note purchases
contemplated hereunder.


 


6.             Successors and Assigns. This Offer shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. The Company may assign its rights and/or
obligations hereunder to any person.


 


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7.             Counterparts.
This Offer may be executed in
any number of counterparts, each of which when so executed shall be deemed to
be an original and, all of which taken together shall constitute one and the
same offer. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.


 


IN WITNESS WHEREOF, the parties hereto have executed this
Offer by their duly authorized representatives effective as of the October 19,
2007.


 


	
  SATCON
  TECHNOLOGY CORPORATION

  
	
   

  
	
  By:

  	
  /s/
  David B. Eisenhaure

  	
   

  
	
  Name:
  David B. Eisenhaure

  
	
  Title:
  President / CEO

  



 


[SIGNATURE PAGES OF INVESTORS
FOLLOW]


 


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[SIGNATURE PAGE OF INVESTORS TO OFFER TO SELL NOTES]


 


 


	
  IROQUOIS MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Joshua Silverman

  	
   

  
	
  Name:

  	
  Joshua Silverman

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ROCKMORE INVESTMENT MASTER 

  
	
  FUND LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bruce Bernstein

  	
   

  
	
  Name:

  	
  Bruce Bernstein

  
	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  HIGHBRIDGE INTERNATIONAL LLC

  
	
   

  	
   

  
	
  By:  Highbridge
  Capital Management, LLC

  
	
   

  
	
  By:

  	
  /s/ Adam J. Chill

  	
   

  
	
  Name:

  	
  Adam J. Chill

  
	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  RHP MASTER FUND, LTD

  
	
   

  	
   

  
	
  By:  Rock
  Hill Investment Management, L.P.

  
	
  By:  RHP
  General Partner, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Keith Marlow

  	
   

  
	
  Name:

  	
  Keith Marlow

  
	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  BRISTOL INVESTMENT FUND,
  LTD.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul Kessler

  	
   

  
	
  Name:

  	
  Paul Kessler

  
	
  Title:

  	
  Director

  
									



 


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[SIGNATURE PAGE OF INVESTORS TO OFFER TO SELL NOTES]


 


	
  HUDSON BAY FUND, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Yoav Roth

  	
   

  
	
  Name:

  	
  Yoav Roth

  
	
  Title:

  	
  Principal and Portfolio
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
  HUDSON BAY OVERSEAS FUND, LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Yoav Roth

  	
   

  
	
  Name:

  	
  Yoav Roth

  
	
  Title:

  	
  Principal and Portfolio
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
  CAPITAL VENTURES
  INTERNATIONAL

  
	
   

  	
   

  
	
  By:  Heights Capital Management, Inc., its 

  
	
  authorized agent

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin Kobinger

  	
   

  
	
  Name:

  	
  Martin Kobinger

  
	
  Title:

  	
  Investment
  Manager

  
					



 


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[SIGNATURE PAGE OF INVESTORS TO OFFER TO SELL NOTES]


 


	
  ENABLE GROWTH PARTNERS LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Epstein

  	
   

  
	
  Name:

  	
  Adam Epstein

  
	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ENABLE OPPORTUNITY PARTNERS LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Epstein

  	
   

  
	
  Name:

  	
  Adam Epstein

  	
   

  
	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PIERCE DIVERSIFIED STRATEGY 

  	
   

  
	
  MASTER FUND LLC, ENA

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Epstein

  	
   

  	
   

  
	
  Name:

  	
  Adam Epstein

  	
   

  
	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ALPHA CAPITAL ANSTALT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kougad Ackermann

  	
   

  	
   

  
	
  Name:

  	
  Kougad Ackermann

  	
   

  
	
  Title:

  	
  Director

  	
   

  
					



 


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EXHIBIT A


 


[LETTERHEAD OF COMPANY]


October   , 2007


 


[Insert address of Investor]


 


Re: 
Offer to Sell Notes to SatCon Technology Corporation


 


Ladies/Gentlemen:


 


Capitalized
terms used in this letter have the same meanings herein as in the Securities Purchase
Agreement dated as of July 19, 2006 (as amended to date) among SatCon
Technology Corporation (the “Company”) and certain Purchasers (as therein defined).


 


You
are hereby notified that, pursuant to and in accordance with the above
referenced Offer to Sell Notes, the Company has elected to purchase your Note
in accordance with Section 2 thereof. Payment of the purchase price will be
made on October [], 2007.


 


Very truly yours,


 


 


	
  SATCON TECHNOLOGY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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