EXHIBIT 10.6


 


EUROSITE POWER INC.


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement (this
“Agreement”) is dated as of ______________ __, 2012 between EuroSite Power Inc., a Delaware corporation (the
“Company”), and each purchaser identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the
Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the
Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1.          Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:


 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the City of New York are authorized or required by law or other governmental action to close.


 


“Closing” means the closing
of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing Date” means
the third Business Day following the date hereof or such other date as the Placement Agent and the Company may agree in writing,
in either case, on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and
all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Securities, in each case, have been satisfied or waived.


 


“Commission” means the
United States Securities and Exchange Commission.


 


“Common stock” means
the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed into.


 


“Company Counsel” means
Sullivan & Worcester LLP, with offices located at One Post Office Square, Boston, MA 02109. 







 


“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder. 


 


“Material Adverse Effect”
means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document. For the purpose of this Agreement, the terms Material Adverse Effect or material
adverse change shall not include any such effects resulting, directly or indirectly, from the filing of the Prospectus or the performance
of the transactions contemplated by, or pursuant to, the Placement Agency Agreement or the this Agreement.


 



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“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement Agency Agreement”
means the Agreement between the Company and the Placement Agent, dated as June 19, 2012.


 


“Placement Agent” means
Merriman Capital, Inc.


 


“Prospectus” means the
most recent prospectus filed for the Registration Statement (including the documents incorporated by reference therein).


 


“Registration Statement”
means the effective registration statement on Form S-1 filed with Commission (file no. 333-182620) which registers the sale of
the Shares, the Warrants, and the Warrant Shares to the Purchasers (including the documents incorporated by reference therein).


 


“Securities” means the
Shares, the Warrants and the Warrant Shares.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares” means the shares
Common stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short Sales” means all
“short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the
location and/or reservation of borrowable Common stock). 


 


“Subscription Amount”
means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified below on
the signature page of this Agreement in United States dollars and in immediately available funds.


 


“Subsidiary” means EuroSite
Power Limited.


 


“Transaction Documents”
means this Agreement, the Warrants, and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


“Transfer Agent” means
Continental Stock Transfer and Trust Company, the current transfer agent of the Company, with a mailing address of 17 Battery Place,
New York, NY 10004 and a facsimile number of (212) 616-7616, and any successor transfer agent of the Company.


 


“Warrants” means, collectively,
the Common stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Warrants are immediately exercisable upon issuance and have a term of exercise equal to 1 year
from the date they are first exercisable.


 


“Warrant Shares” means
the shares of Common stock issuable upon exercise of the Warrants.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1.          Closing.  On
the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers,
severally and not jointly, agree to purchase, Shares and Warrants for the Subscription Amount set forth on the signature page hereto.  On
or before the Closing Date, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available
funds equal to such its Subscription Amount and the Company shall, on the Closing Date, deliver or cause to be delivered its respective
Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other
items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions
set forth in Section 2.2 and Section 2.3, the Closing shall occur at the offices of Sullivan & Worcester LLP,
counsel for the Company, located at One Post Office Square, Boston, MA 02109, or such other location as the parties shall mutually
agree.


 






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 2.2.          Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via
The Depository Trust Company Deposit or Withdrawal at Custodian system (DWAC) Shares equal to such Purchaser’s Subscription
Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;


 


(iii)        a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common stock equal to 100% of such Purchaser’s
Shares, with an exercise price equal to $1.00 per Warrant Share, subject to adjustment therein (such Warrant certificate may be
delivered within three Business Days of the Closing Date); and


 


(iv)        the
Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).


 


(b)          On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Subscription
Amount by wire transfer to the account designated in writing by the Company.


 


2.3.          Closing
Conditions.


 


(a)          The
obligations of the Company hereunder in connection with the Closing with respect to each Purchaser are subject to the following
conditions being met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of such Purchaser contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)        the
delivery by such Purchaser of such Purchaser’s Subscription Amount.


 


(b)          The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)          the
accuracy when made and as of the Closing Date of the representations and warranties of the Company contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date), with only such exceptions that have not had,
and would not reasonably be expected to have, a Material Adverse Effect on the Company;


 


(ii)         all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)        the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv)        there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1.          Representations
and Warranties of the Company. The Company hereby represents and warrants to each Purchaser as follows, and the following representations
and warranties also apply to the Subsidiary, whether so expressed or not, unless the context clearly requires otherwise:


 


(a)          Organization,
Good Standing and Power.  The Company has been duly incorporated or organized, is validly existing as a corporation
or other legal entity in good standing (or the foreign equivalent thereof) under the laws of its jurisdiction of incorporation
and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is
now being conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except
for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have or reasonably be expected
not to have a Material Adverse Effect. 


 



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(b)          Authorization;
Enforcement.  The Company has the requisite corporate power and authority to enter into and perform this Agreement
and to issue and sell the Securities in accordance with the terms hereof.  The execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized
by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required in connection therewith.  This Agreement has been duly executed and delivered by the Company.  This
Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by
equitable principles of general application and insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(c)          Issuance
of the Shares.  At Closing, the Shares to be sold to the Purchaser will be duly and validly authorized by all necessary
corporate action and, when paid for in accordance with the terms hereof, will be validly issued and outstanding, fully paid and
non-assessable.


 


(d)          No
Conflicts.  The execution, delivery and performance of the Agreement by the Company, and the performance by the Company
of its obligations contemplated herein do not and will not (i) violate any provision of the organizational documents, (ii) conflict
with, or constitute a default under any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party, or (iii) create or impose a lien, mortgage, security interest, charge
or encumbrance of any nature on any property of the Company under any agreement or any commitment to which the Company is a party
or by which the Company is bound or by which any of its respective properties or assets are bound, except, with respect to clauses
(ii) and (iii) above, to the extent any such contravention would not result in a Material Adverse Effect.


 


(e)          SEC
Reports. The Company has filed with the Commission on a timely basis all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, within the last twelve months (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”). As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


3.2.          Representations
and Warranties of the Purchasers.  Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants
as of the date hereof and as of the Closing Date to the Company as follows:


 


(a)          Organization;
Authority.  Such Purchaser, if an entity, is an entity duly incorporated or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance
by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser.  Each Transaction Document
to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)          Own
Account. Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant
to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the
Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course
of its business.



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(c)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
or (a)(7) under the Securities Act.


 


(d)          Trading
Activities.  The Purchaser’s trading activities with respect to the Shares have been and shall be in compliance
with all applicable federal and state securities laws.  


 


(e)          Confidentiality.  Other
than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it
in connection with this transaction (including the existence and terms of this transaction).


 


(f)          Estimates;
Forward-Looking Statements.  The Purchaser acknowledges that any and all projections, estimates or forward-looking
statements with which it may have been provided cannot be guaranteed, will not be updated by the Company and should not be relied
upon.  The Purchaser further acknowledges that any and all information regarding the historical performance of the Company
is not necessarily indicative of future performance.


 


(g)          No
Representations.  No oral or written representations have been made, or oral or written information furnished, to
the Purchaser or its advisors, if any, in connection with the offering of the Securities which are in any way inconsistent with
the information contained in the Prospectus.


 


(h)          Placement
Agent. The Purchaser understands that the Placement Agent shall receive a commission with respect to the transactions contemplated
hereby as described in the Registration Statement.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1.          Securities
Laws Disclosure; Publicity.  The Company shall (a) by 9:00 a.m. (Eastern time) on the Business Day immediately following
the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K with the Commission within the time required by the Exchange Act. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or
any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal
securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission
and (b) to the extent such disclosure is required by law.


 


4.2.          Warrant
Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover
the issuance or resale of the Warrant Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all
legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering
the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall
immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter
shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the
Warrant Shares. The Company shall use best efforts to keep a registration statement registering the issuance or resale of the Warrant
Shares effective at all times that there are Warrants outstanding, unless all Warrant Shares may be sold without restriction otherwise
than pursuant to a registration statement.


 


4.3.          Indemnification
of Purchasers.   Subject to the provisions of this Section 4.3, the Company will indemnify and hold each
Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Purchaser Party may suffer or incur (but specifically excluding any incidental, indirect,
punitive, special or consequential damages) as a result of or relating to any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents.



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4.4.          Equal
Treatment of Purchasers.  No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the
parties to the Transaction Documents.  For clarification purposes, this provision constitutes a separate right granted
to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.


 


4.5.          Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.1.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until
such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press
release as described in Section 4.1, such Purchaser will maintain the confidentiality of the existence and terms of this
transaction. 


 


4.6.          Reservation
of Common stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of shares of Common stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.


 


4.7.          Delivery
of Securities After Closing. The Company shall deliver, or cause to be delivered, the respective Securities purchased by each
Purchaser to such Purchaser within 3 Business Days of the Closing Date.


 


ARTICLE V.

MISCELLANEOUS


 


5.1.          Termination. This
Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not
been consummated on or before the date that is ten (10) days after the date hereof; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2.          Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall pay all Transfer
Agent fees, stamp taxes, and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


5.3.          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto and the Prospectus, contain the
entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


5.4.          Notices.  Any
and all notices or other communications or deliveries required or permitted to be provided hereunder by the Company to a Purchaser
shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via fax at the fax number set forth on the signature pages attached hereto at or prior to 5:30 p.m.
(Eastern time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is
delivered via fax at the fax number set forth on the signature pages attached hereto on a day that is not a Business Day or later
than 5:30 p.m. (Eastern time) on any Business Day, (c) the second (2nd) Business Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to
be given.  The address for such notices and communications to the Purchasers shall be as set forth on the signature pages
attached hereto.


 


5.5.          Amendments;
Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed, in the case
of an amendment, by the Company and the Purchasers holding at least 60% of the Shares then held by the Purchasers in the aggregate
or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.



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5.6.          Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7.          Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior
written consent of each Purchaser (other than by merger).  Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing
to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8.          No
Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.3 and this Section 5.8.


 


5.9.          Governing
Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with New York law, without regard to the principles of conflicts
of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the Borough of Manhattan, the City of New York. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in such location for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either
party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10.         Survival.  The
representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable
statute of limitations.


 


5.11.         Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood
that the parties need not sign the same counterpart.  In the event that any signature is delivered by fax or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such fax or “.pdf” signature page
were an original thereof.


 


5.12.         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13.         Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in
the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.



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5.14.         Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance or non-performance of the obligations of any other Purchaser under any Transaction Document.  Each Purchaser
has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.


 


5.15.         Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.16.         WAIVER
OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


 


[Signature pages immediately follow.]


 






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 IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed


by their respective authorized signatories as of the date first
indicated above.


 


	EuroSite Power Inc.	 
	 	 
	By:______________________	 
	     Name: Anthony S. Loumidis	 
	     Title: Chief Financial Officer	 
	 	 
	Address for notice:	 
	45 First Avenue	 
	Waltham, MA 02451	 
	Attention: Anthony S. Loumidis	 
	Fax: 781-622-1027	 
	 	 
	With a copy to (which shall not constitute notice):	 
	 	 
	Edwin L. Miller, Jr.	 
	Sullivan & Worcester LLP	 
	One Post Office Square	 
	Boston, MA 02109	 


 


[Purchaser signature pages immediately
follow.]


 



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[Purchaser signature page to EuroSite
Power Inc. Securities Purchase Agreement]


 


IN WITNESS WHEREOF, the undersigned have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


Subscription Amount:___________________


 


No. of Shares:___________________


 


No. of Warrant Shares:___________________


 


Name of Purchaser: ________________________________________________________


 


Signature of Authorized Signatory of Purchaser: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Email Address of Authorized Signatory:_________________________________________


 


Fax Number of Authorized Signatory: __________________________________________


 


Soc. Sec./Tax ID No.: _______________________________________________________


 


Address for Notice to Purchaser:


 


________________________________________


 


________________________________________


 


________________________________________


 


 


Address for Delivery of Securities to Purchaser (if not same
as address for notice):


 


________________________________________


 


________________________________________


 


________________________________________


 



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