EXHIBIT 10.7


 


WARRANT TRANSFER AND CANCELLATION AGREEMENT


 


This Warrant Transfer and
Cancellation Agreement (the “Agreement”) is made by and between The Quercus
Trust (the “Trust”) and Beacon Power Corporation (the “Company”), a Delaware
corporation, as of January 21, 2009 (the “Effective Date”).


 


RECITALS


 


Whereas, the Trust is a
holder of warrants (the “Warrants”) to purchase 5,884,455 shares of Common
Stock of the Company, represented by Warrant Certificate Number Q-1 dated October 31,
2007 and also owns issued and outstanding shares of Common Stock of the
Company;


 


Whereas,
the Trust has determined that it is in the best interest of the Company and its
stockholders for the Trust, in light of its ownership of the Common Stock of
the Company,  to cancel the Warrants; and


 


Whereas, the Company has
determined that it is in the best interests of the Company and its stockholders
to enter into this Agreement.


 


AGREEMENT


 


Now, therefore, in
consideration of the foregoing and the payment of one-hundred dollars ($100.00)
by the Company to the Trust, and other valuable consideration, the receipt and
sufficiency is hereby acknowledged, the parties hereto agree as follows:


 


1.               Transfer and Cancellation.   The
Trust hereby transfers and conveys all its right, title and interest in the
Warrants to the Company for cancellation, and the Company shall cancel the
Warrants upon receipt.  Quercus shall
deliver the original certificate representing the Warrants endorsed in favor of
the Company via fax with the originals to be sent by courier, as soon as
possible following the execution of this Agreement.


 


2.               Trust Representations.   The
Trust represents and warrants to the Company and the Company as follows:


 


2.1      The Trust owns the Warrants beneficially and
of record, free and clear of any suit, proceeding, call, voting trust, proxy,
restriction, security interest, lien or other encumbrance of any kind or nature
whatsoever (collectively, a “Lien”)
and has full power, authority and capacity to transfer and dispose of,
including surrender and cancellation of, all the Warrants free and clear of any
Lien.


 


2.2      The execution and delivery of this Agreement
by the Trust, the consummation of the transaction contemplated hereby, and
shall no longer confer any rights upon the holder thereof, without further
action of the parties, and the compliance with the terms of this Agreement will
not conflict with, result in the breach of, or constitute a default under, or
require any consent or approval under, any agreement, note, indenture, mortgage,
deed of trust or other agreement, lease or instrument to which either Trust is
a party or by which it may be bound.


 


2.3      This Agreement has been duly authorized,
executed and delivered by the Trust and constitutes the legal, valid and
binding obligation of the Trust, enforceable against the Trust in accordance
with its terms.


 


3                  Company’s
Representations.  The Company represents and warrants to the
Trust as follows:


 


3.1      The Company has full power and authority to
receive and cancel the Warrants from the Trust in accordance with this
Agreement.


 


3.2      The execution and delivery of this Agreement
by the Company, the consummation of the transaction contemplated herein, and
the compliance with the terms of this Agreement will not conflict with, result
in the breach of, or constitute a default under, or require any consent or
approval under, any note, indenture, mortgage, deed of trust or other
agreement, lease or instrument to which the Company is a party or by which it
may be bound.


 

















 


3.3      This Agreement has been duly authorized,
executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


4.               Miscellaneous.


 


4.1      Successors, Assigns and Transferees.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, heirs, legatees, successors and
assigns.


 


4.2      Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


 


4.3.     Counterparts.  This
Agreement may be executed in one or more counterparts, by the original parties
hereto and any successor in interest, each of which shall be deemed to be an
original and all of which together shall be deemed to constitute one and the
same agreement.


 


4.4.     Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby.


 


[Signature Page Follows]


 


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IN
WITNESS WHEREOF, the parties have executed this Warrant Cancellation Agreement
as of the date first above written.


 


 


	
   

  	
  Beacon
  Power Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  F. William Capp

  
	
   

  	
  Name:

  	
  F.
  William Capp

  
	
   

  	
  Its:

  	
  President &
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The
  Quercus Trust

  
	
   

  	
   

  
	
   

  	
  /s/
  David Gelbaum

  
	
   

  	
  David
  Gelbaum, Trustee

  



 


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